Moonlight Becomes You
by LadyKayoss
Summary: Movieverse To control a monster, you must first control what it loves the most, even if you have to raise the dead to do so. Happy Halloween.
1. Black Magic Woman

Disclaimer: All characters, except Lynnea and Susan, are property of Marvel.

Author's Note: This is my Halloween contribution, though the fic will be ongoing. It isn't gory or really horrifying or anything, but it does deal with supernatural themes. And for those who are curious, the First Ave Mission appears in a photograph in the 'Caught in the Web' book, from a scene that must have been cut from the movie. Page 97, for those who have the book.

_**Moonlight Becomes You**_

_One – Black Magic Woman_

_October 24_

The two people seated in the dimly-lit rear portion of the restaurant couldn't have been more different. He was dressed in an expensively tailored suit, and not a strand of his graying brown hair was out of place. His expression was carefully controlled, revealing none of his contempt for the young woman seated across from him. She was in her mid-twenties, wearing a black top that exposed her midriff, a long black coat, and a short black skirt that showed off her fishnet stockings. Even her shoulder-length hair was a sleek black, though the heart-shaped face the strands framed was pale. Only the blood-red nail polish and lipstick ruined the impression that she'd stepped out of a black-and-white horror film.

"So, how can I help you, mister...?" the woman asked.

"Smith," the man said shortly.

"Smith. Right." The woman smiled, as if it was a name she'd heard all too often. "You can call me Lynnea."

The man made a noncommittal sound. He leaned over, picking up a briefcase and setting it on the table, sliding it towards her. "Not one to waste words, I see," Lynnea observed. She unsnapped the briefcase, letting her gaze run over the contents just long enough to confirm that what she'd asked for was there.

"Half now, the rest a week from today, when we're certain the job is done _properly_," Mr. Smith said. There was an edge to his voice, and Lynnea gave him a smile that didn't reach her eyes.

"You don't believe in what I do, do you, Mr. Smith?"

"I don't believe in wasting money on superstitions and old wives' tales," Mr. Smith said coolly. He glanced pointedly at the third chair, which held what looked like an old rag doll. Pins were stabbed in its eyes and heart. "I'm not impressed by a little goth chick with her twisted little toys."

"If I had come wearing the ratty University of Michigan sweater and battered jeans I was wearing earlier today, would that make me any more credible? It usually impresses my clients when I look the part." Lynnea shrugged. "Clearly, that's not the case with you. But that doesn't matter; your boss is paying for this, and as long as I get my money, I don't care what you think. And I'd appreciate it if you didn't refer to Justin as a toy; he's here as a reminder."

Mr. Smith was too good a businessman to let his displeasure show, but it was obvious in the set of his shoulders, the stiffness of his movements. All he said was, "I brought the information you requested." He held a folder towards her, which she took. Idly, she leafed through the contents.

"Pretty woman," Lynnea commented. "Who was she? Your boss's wife? Lover? A rival's loved one?"

"I am not at liberty to share that information," Mr. Smith said flatly. "I am here only to pay you and tell you that everything has been prepared, just as you asked. Directions to the location secured for this... project are included in the file, as is all the relevant information."

Lynnea found the coroner's report in the folder and quickly skimmed through it. "I see they didn't feel the need to perform an autopsy. No major damage to the body beyond a few cuts and the hole where a shard of glass pierced the heart. Good. And she's only been dead for four months; very good. This is doable."

"My boss will be pleased," Mr. Smith said flatly.

The waitress arrived with the meal Lynnea had ordered; she was used to business deals in the restaurant and left quickly so the two could get on with their business. Lynnea examined her meal for a moment, then gave Mr. Smith a wicked grin. "Don't you leave yet; you're picking up the bill." He looked about to protest, but she added, "Boss's orders."

"I suppose you ordered the most expensive thing on the menu," he said unhappily.

"Puffer fish," she said, cutting off a piece. "A delicacy, but only if you eat the right portions. It's poison if it isn't cut correctly; a neurotoxin that blocks conduction of nerve signals." She looked unconcerned as she placed the chunk in her mouth. "It's called tetrodotoxin, a substance that is also used in voodoo rituals associated with zombie-raising. Not that you believe in that sort of thing." She smiled sweetly. "Want some?"

Now Mr. Smith looked uncomfortable, and she smirked. "Your loss." She took another bite of her fish. She turned to the doll sitting in the third seat. "How about you, Justin?" she cooed. "Do you want some fish?" She held the fork close to the scribble that passed for its mouth. "Here you go." She rammed the fork into the stuffed head as far as the tines could go. "Oops, my hand slipped." She pulled the fork out, watching Mr. Smith out of the corner of her eye. The light was dim, but she thought she saw him go pale when a drop of liquid that looked eerily like blood oozed from the tear to streak the cloth face.

"If everything's ready, I can begin at midnight tonight," Lynnea said abruptly. "Make sure your boss is there. And I want you there, too; I think it will do you good to see just what 'superstitions and old wives' tales' can really do."

XXX

_October 26_

Peter Parker anxiously glanced at his watch, and scowled as when he saw another ten minutes had passed without anything to show for it. He wasn't the only one getting antsy; beside him, _Daily Bugle _reporter Ben Urich drew elaborate doodles on his pad of paper, and Peter's sharp hearing could hear the impatient murmurs of the other reporters and photographers standing around them.

_And here I thought the society photographer's accident would be _good _for me. Jameson's had me so busy snapping photos, I haven't had much time as Spider-Man. And I've had even less time with MJ. But at least I've got money for rent this month and next._

Still... he'd far rather be enjoying dinner with Mary Jane or swinging through the streets of New York than waiting for this press conference to start. Quest Aerospace, the main rival of OsCorp, had called for it, and Jameson had ordered a hold on the evening edition of the _Bugle _so they could get the story out as soon as Peter and Urich returned. It was something big, Jameson had crowed, and they would be the first paper to release it to the public.

Or they would be, if the damned conference would just begin. The assembled reporters had been gathered for forty-five minutes, and the mood was becoming hostile. If something didn't happen soon, Peter was afraid fights would break out between some of the rival reporters.

To occupy himself, he once again checked over the digital camera Jameson had given to him to use. Jameson wanted photos ready to use as soon as Peter and Urich returned to the _Bugle, _and he'd been given a crash course on how to use the camera. He also had his regular camera with him, in case Jameson wanted photos for a follow-up article the next day. Peter felt he'd gotten off better than Urich, who was going to have to turn his notes into an article during the taxi ride back to the _Bugle _using a laptop – and Urich was a notorious technophobe.

Urich glanced up from his work of art, and scowled when he saw the sky had darkened. "Jameson's not going to be able to wait too much longer; he's going to be pissed if we can't break this story before the _Globe._"

"Jameson, pissed? Can't imagine that," Peter laughed.

"Okay, morepissed than normal," Urich amended. He might have said more, but then activity behind the podium caught their attention, and everyone in the room fell silent as a handful of men and women in business suits and two men in military uniform took their seats behind the podium. Peter quickly lifted the digital camera and focused it on the podium just as another man in an Armani suit entered, followed by a woman who kept her head turned from the crowd, a veil of honey-colored hair hiding her features.

The man tapped the microphone attached to the podium, wincing as it gave an electronic squeal. A technician ran over to adjust the settings, ignoring the man's frosty smile as he corrected the problem. "Ladies and gentlemen," the business-suited man began as soon as the mike was behaving. "Thank you all for coming on such short notice. I am Steven O'Connell, director of Quest Aerospace. I have come to announce that we have signed a five-year contract with the US Army."

Peter winced; this couldn't be good for OsCorp. Though Peter hadn't spoken to Harry since his unmasking, he was still concerned for his friend's well-being. OsCorp was in serious financial trouble, and he knew from what he'd read in the papers that they'd put in a bid for the military contract.

"This will be a partnership that will benefit not just my company, but the entire country," O'Connell continued. "We will be providing technology for use in our ongoing war on terror."

So this was what they'd called a press conference for. Peter sighed; this was going to become military propaganda. He'd heard it all before, and he tuned O'Connell out as he droned on. Fortunately, being a photographer didn't require him to listen, just focus and press a little button.

It was a good thing he didn't need to pay attention to the director, because he'd noticed something curious. The people seated behind O'Connell were normal enough for a conference like this, but the woman who had followed the director wasn't. She stood a little behind him, her head lowered and her face still mostly hidden by her hair. At Peter's angle, he couldn't see any of her features, and he wondered if he should get up and move to get a better look at her. Maybe he could figure out what she was doing there. She seemed to serve no purpose except as an accessory. Peter couldn't get a shot of O'Connell without getting her in the picture.

Why was she there? She wasn't holding a briefcase or files, she wasn't taking notes, she didn't even seem to be paying any attention to what was happening around them. If she was O'Connell's wife or lover, she wasn't a very attentive one; she never once glanced up at him as he spoke. Peter wished she would do something – Jameson wouldn't like pictures where someone's face was obscured. He'd find a way to blame it on Peter and pay less for the photos.

After about fifteen minutes, O'Connell let one of the military men, General something-or-other, speak. Peter snapped a few pictures, then tuned him out, too. O'Connell was now standing off to the side, and he was whispering something into the woman's ear. _Why does she keep drawing my attention? Is it my spider-sense? Can't be... but there's _something _about her. Something almost... familiar? Have I seen her before?_

Finally, O'Connell took over the podium again and opened up the floor for questioning. Peter used the opportunity to slip toward the front of the crowd to get a better picture. He wanted to get a look at this woman; he _had _to.

He had to wait for two other photographers with the same idea to move out of the way, then he got as close as he could and focused on O'Connell and the woman beside him. Her head was still low, and her face was in shadow, but at least he could see something. His finger tightened on the button, ready to take the picture.

And then... the woman finally looked up. For a moment, her eyes seemed to meet Peter's through the lens of the camera, and then she quickly looked down again. But that split second had been long enough for him to reflexively snap the photo. It was fortunate he'd been able to react without thinking; because that all-to-brief glimpse had been enough for Peter to see her features, to _recognize _her... and to realize she couldn't possibly be who she looked like.

The last time he'd seen this woman, paramedics had been shipping her body to the hospital morgue.

XXX

_October 28_

The First Avenue Mission was a quaint, welcoming place, and its location next to the 23 Street Station meant it was often frequented by the homeless who normally hid out in the subway. They were drawn by the sign hanging outside, 'All in need are welcome,' and by some of the best soup in New York. Or so the homeless always told the volunteers; really, they often didn't have much to compare it to.

Susan Riley was on duty that night. She smiled as she ladled soup into the bowl of the last person in line, and was rewarded with a rotten-toothed grin in return. It had been a busy night – the weather was finally settling into its normal fall routine, and the cold was driving the homeless into the mission earlier every day, and in greater numbers.

It was getting late now, and fewer people were coming in. Susan took the opportunity to collapse onto one of the stools behind the soup counter, exchanging looks with her equally exhausted coworker Veronica. "Rough night," Veronica commented.

"Just wait until it gets closer to Christmas and it's _cold _out there. Then you'll really see what a busy night is like." Susan laughed as Veronica pretended to swoon. "You'll get used to it," she reassured the other woman.

The door's bell tinkled as someone entered the mission, and Susan got to her feet. "I'll handle this one," she told Veronica. She pulled out a clean bowl and waited for their new guest to claim his soup.

Then she saw who it was, and she grinned broadly. "John! I was beginning to worry about you! You haven't been in here for over a week!" The man standing in front of the counter was one of the regulars, a man of few words who normally came in late at night, during Susan's shift. Susan made it her business to get to know the regulars. Normally shunned by society, the regulars often appreciated having someone who knew them and cared about them.

"I've been busy." John's voice was low, almost a growl. But he crookedly smiled at her through his scraggly beard. "Is that marvelous soup of yours still warm?"

"Always," Susan said, ladling a generous portion into the bowl she still held and handing it to him. He reached out his right hand for it, then jerked it downwards and held out his left. But not before Susan got a glimpse of the stained bandage wrapped around his hand.

John thanked her and headed towards the empty bench that was furthest from others as he could get. Susan watched as he went through his normal odd ritual of sitting on the bench – carefully making certain that the edge of his long coat hung over the bench, as if he were afraid of sitting on the cloth – before turning to Veronica. "Can you man the counter for awhile? I think John is injured."

"No problem," Veronica said, and Susan retrieved the first aid kit from its mount on the wall. She also paused to remove a stack of newspapers she'd been keeping in one of the cabinets; John always requested the papers to read while he was eating, and she knew he was waiting for her to bring them.

"You've got a lot of catching up to do," she scolded John as she set the papers on the table beside him. "I've got a week's worth here." He reached for them, but she snatched them away. "First, I want to know what's wrong with your hand."

John's dark eyes narrowed. "There's nothing wrong-"he began, then seemed to realized he'd grabbed for the papers with his wounded hand. "All right," he sighed. "It's just a scratch. Nothing to worry about."

Oh, how often she'd heard that line! Susan took his hand and carefully unwounded the clothing, grimacing when she realized just how stained it was. He'd be lucky if it wasn't infected. And then she saw the wound itself. "Ouch! How did you do this?" There was a straight, deep cut across his palm, and matching wounds along his fingertips.

"I stopped a murder by grabbing a knife blade."

"Then you're a hero," she told him as she fished out the disinfectant. She wished she had something that could numb the area, because she could tell the palm slash at least would need stitches.

"Hero. Right." His tone was curiously bitter. She wanted to question him further, but she knew John well enough to realize he'd just clam up.

"I hope you're good with pain," she told him after she cleaned the wound. "I'm going to have to stitch this up. Don't worry," she added quickly, "I've had first aid training." It had come in handy in her volunteer work.

"I am always in pain." She glanced up at John, but he'd turned his face away from her. She shrugged and let the enigmatic comment go. She didn't need anything to distract her while she worked on his hand.

John was an interesting case. He'd first walked into the mission two months ago, his attitude one of shame. From how he acted, Susan had deduced he'd only recently come into his poverty. She'd taken it upon herself to help ease him into his new station in life, and he seemed to appreciate her efforts. He rarely spoke about himself, but Susan had discovered him to be very well-learned, and highly intelligent. He'd hinted that he'd had the perfect life, but something had gone horribly wrong, leaving him irreparably broken.

She wouldn't ask what had brought him so low. It was his business, and if he wanted to talk about it, he would. Still, she couldn't help but wonder who he was. John clearly wasn't his real name; the first few weeks he'd shown up, he hadn't responded to the name. His shabby appearance gave her no clue. He was a big man, middle-aged, with shaggy brown hair that hadn't seen a comb in all the time he'd been coming here. His rough beard didn't hide the haggardness of his features; he had the look of one who had lost too much weight too fast. His sad brown eyes had a perpetually haunted look that was like nothing she had ever seen in any other homeless person. He always wore the same coat, no matter the weather: a long coat in that curious shade that was either brown, green, or gray, depending on the light, which was fraying at the hemline and cuffs, with a curious set of tears in the back that he'd refused to let Susan repair.

"Done," she smiled, and he waited patiently as she bound the wounds in a fresh gauze wrap. She was impressed; she hadn't seen him wince once as she'd stitched his palm together.

"Thank you." He turned his attention back to the soup, and Susan wordlessly handed him the papers. Clearly, John wasn't in any mood to talk tonight. She got up and headed back towards the counter. She didn't even chide him about reading in the dim light like she normally did. It was a bit of a joke between them; Susan had accidentally discovered he had a sensitivity to bright lights when she'd brought a light over to him one night so he could read by it.

Susan put away the first aid kit and began to help Veronica clean the dirty bowls. The two women were too weary for much conversation.

Fifteen minutes before her shift was due to end, Susan heard a strangled scream. She dropped the bowl she was holding and rushed out towards where John was staring at a copy of the _Daily Bugle _clenched in his good hand. He shot to his feet, and there was a curious metallic _clunk _against the edge of the bench. Susan didn't have time to wonder what it was, because John let out that anguished cry again, mixed this time with what sounded like the word "Rosie."

"John! What's wrong?" Susan asked. She tried to keep her voice calm; the last thing she need was for him to have a breakdown.

He turned towards her, but his brown eyes were wild, unfocused, and she didn't think he even saw her. And then he lunged forward, pushing past her and sprinting towards the door with surprising speed.

"John! Wait!" She ran after him, terrified that he'd hurt himself or someone else in his madness. But by the time she burst through the door, head darting rapidly back and forth, she'd lost sight of him. She couldn't even hear the sound of his running feet. The only noise she could hear was a rhythmic _Thwam! Thwam! _that faded with distance.

"John!" she called again, uncertainly.

But he was gone.

XXX

The man Susan knew as 'John' stood before the locked wrought-iron gates of the cemetery, wondering just what he was doing there. He'd set off through the city without any clear thought in his mind, and his rapid flight had ripped the wound in his hand back open. Blood streamed down his fingers and dripped to the gravel underfoot. _Rosie is dead; why am I torturing myself like this? _The woman in the _Daily Bugle _photo certainly bore a striking resemblance to her, but it wasn't her. It couldn't be. His tormented mind was merely seeing what it longed to see.

_**Why are we here? You know she is dead. We should leave before we are seen.**_

The presence of the four disembodied voices was a comfort to him this night. Their cold, inhuman minds saw what he could not. They would help him keep his fragile grip on sanity; a cruel bit of irony that wasn't lost on him. _I know. I just... I need to see for myself._

Their anger was like a knife thrust in the back of his skull. **_You and your foolish emotions! You have seen this before! Why do you do this to yourself?_**

_It's hard to explain. It's human nature. Please... just let me do this. For peace of mind. _Otto Octavius refused to leave until he at least visited the grave of his wife. He needed to see it, to touch the cold marble of her headstone, to scent the earth under which she was buried, in order to remind himself that she truly was dead. The tentacles hissed in displeasure, but he sensed their acquiescence. But, rather than help him climb over the cemetery's walls, they tore the gate off its hinges. They flung it to the side with surprising vehemence, expressing their anger at their host in the only way they could.

Otto had only dared visit Rosie's grave once before, and that in broad daylight. But his feet knew the way, and there was just enough light from the streetlamps beyond the walls to guide his way. The entire time, the tentacles stayed silent. Either he had instilled some sort of manners into them, or they were too angry to speak to him. They were already furious with him for stopping them from killing a bum who had strayed too close to them; he was going to pay for this later. They withdrew into the depths of his coat, refusing to do anything further for him.

Rosie's grave was set off to one side, a little out of the way. He'd been her only family; when the tentacles had ruled his mind, there'd been no one to select a better site for her, or fashion a more meaningful memorial than the simple marble stone carved with her name and dates of birth and death. It had pained him to see it in the light, to see his wife's memory represented only by a name and date. No one passing by would know of the vibrant, loving woman she'd been. She'd be just another name among many.

He paused once, resting his hand on a tombstone and leaving behind a bloody handprint. Her grave was just ahead, and his nerve was suddenly failing him. Even now, four months later, he still couldn't quite accept the fact that she was dead, that this wasn't just a horrible nightmare he'd awaken from. Otto closed his eyes and drew in a deep breath. _All right, just do this. You need to do this; if you don't, you'll have those nightmares again. _He opened his eyes and took a shaking step forward, then another. And then he froze.

At first, it looked as if her grave were cloaked in shadow. But there was the strong scent of freshly-turned earth, and the angle of light was wrong for a shadow to lie so exactly over her coffin. There was no headstone, no vase where he had so lovingly placed a dozen roses during his last visit, and from the concavity of the freshly-dug earth, there was no longer even a coffin.

_I'm in the wrong place, that's all, _he told himself. _This is just a grave being dug for an upcoming funeral. Rosie's grave is right over there; I'm just confused in the dark! _But why would a grave only be partly dug? And closer examination proved it wasn't quite fresh – this had been done at least a couple of days ago, for the dirt had had a chance to settle. Either this cemetery had the world's laziest grave diggers, or something was seriously wrong.

Sensing his distress, the tentacles probed his thoughts for the source. One of them peered out from under the hem of his coat, its imaging system picking up details Otto could not. When the harmonious voices finally spoke, they were puzzled, rather than angry. **_You are in the right place, Father. But we do not see her grave anywhere. _**

Could they have moved her? Yes, that was the only logical explanation. _But the picture... _She was dead; her body crumpling to the floor had been the last thing he'd seen before the accident. _I never checked to see if she was dead, never actually saw the records... I was too obsessed with the experiment! _The papers had all said she was dead. Hadn't this been her grave when he'd visited it last? _But what if it was a ruse, to protect her from me, one they no longer feel they need to keep up? _If she were alive, she would have come to him, no matter what he'd become. Wouldn't she have?

A light suddenly shone in Otto's face, blinding him. "What are you doing here?"

Otto cursed inwardly, wondering how the old man standing before him could have crept up upon him. Inside his coat the tentacles stirred poised for action like a cat tensed to spring.

"Your kind has no place here," the old night watchman continued, obviously taking Otto for a bum. And who could blame him? "Get out of here before I call the cops." His free hand fished a cell phone out of his pocket; the other kept the beam of the flashlight directly on Otto's face, and he was forced to raise his hand to shield his sensitive eyes. Unfortunately, he'd forgotten the blood.

"What the hell?" the watchman said, taking a step back. The flashlight's beam lowered, and Otto blinked as he waited for his light-dazzled eyes to clear. "Are you hurt? Should I call the hospital?"

"I..." Otto cleared his throat. "I need to know what happened to this grave."

The watchman played his beam over the concave earth. Otto couldn't see his face well in the dim light, but he thought the other man looked confused. "Dunno," the watchman said after a moment. "It didn't happen on my watch."

"Who would know?" Otto asked desperately. He lurched unsteadily to his feet, instinctively reaching for the watchman's shoulder to balance himself. The man shrank from Otto, suddenly realizing how much bigger this intruder was.

"I think you should leave," the watchman said.

"Who could tell me what happened? Where is the body of Rosie Octavius?" He was yelling now, but he couldn't control himself. He needed to know. He was dimly aware of the tentacles snaking free of his coat, but he didn't try to stop them as they flared out around him, pincers snapping like the jaws of angry dogs. "Where is she?!" Otto screamed.

The watchman took a stumbling step backwards, at the same time flipping the cell phone open. He managed to dial one number before one of the tentacles closed its pincers around the man's hand, crushing phone and fingers at the same time. He screamed in agony as the pincer released him, and he fell to the ground, clutching his wounded hand to his chest. "You monster!" the watchman shrieked.

The words broke through Otto's haze of anger. _Monster... no... _"Wait, stop!" he screamed as the tentacles whipped forward, slamming into the watchman with a force equivalent to a speeding car.

_**He was insolent. He would not tell you what you wanted to know. **_

"You didn't have to kill him..." the words were the barest of whispers.

_**He saw us, Father. He had to die.**_

Otto could only stare, sickened, as the old man's blood soaked into the earth that had once held his beloved Rosie. He was suddenly glad that she wasn't there; he didn't want her tainted by what he had done.

To Be Continued...


	2. Octopus Bait

Disclaimer: All characters are the property of Marvel.

Author's Note: Hmm… Karina of Darkness, you made an interesting point. I think, subconsciously, I am trying to show that the tentacles are bastards. Why? I'm trying to distance them from how I wrote their personalities in "How Do I Love Thee…" I don't want anyone to think "Oooh! Pink ribbons!" while reading this fic. Though the death does actually serve a purpose. Plus, I always cause deaths on Halloween. I can't help it! And, before anyone comments on this, yes, I am aware that I referred to them as 'tentacles' in chapter one and 'actuators' in this chapter – I should probably go back and change that. It'll help further distance this fic from my other one. Also, this chapter isn't as good as it could be; I lost what I had originally written, and it's not so good the second time around.

_**Moonlight Becomes You**_

_Two – Octopus Bait_

_October 29_

The main office building of Quest Aerospace was a massive skyscraper in Manhattan's heart. It was the hub of the multimillion dollar industry, and it was where Steven O'Connell spent most of his time. His office was on the uppermost of the business floors; above that, access was restricted.

O'Connell ruled from this office, a lavishly appointed room with plush carpets, wood paneling, and his own mini-bar. He spared no expense to flaunt Quest's success, and it seemed to impress most of his clients. The man seated across from him, Lucas Mondale, had been in the office so many times that he'd ceased to be impressed. Now he just looked anxious. "What's wrong, Lucas?" O'Connell asked, though he had a good idea of what had brought the man here.

"General Heilman called again," Mondale said. "He wants to set up an appointment to tour the labs. Steven, he's going to want to see the research. When he finds out we don't have it-"

"We will," O'Connell assured him. "We just need to wait a little while longer." He gave his associate a confident smile.

"He's getting impatient; I don't know how much longer he can wait. He's already upset that we called the press conference. He thinks we're trying to use our contract with them to drum up more business." Mondale was silent for a moment. "I think this is a mistake. Lying to the US military-"

"You don't have any confidence in me, do you?" O'Connell was still smiling, but there was an edge of anger to his voice. "Give it a few more days; the pictures haven't been out long. Believe me, the payoff will be worth it. We'll more than recoup our losses from the attack on our exoskeleton prototype."

"You don't even know if he's alive! And even if he was, what makes you think he's still in the city? Even the _Bugle _hasn't had any reports about him, and they printed a story about crop circles in Central Park! You spent a fortune hiring that… that _girl_, and I don't even want to think about what that thing upstairs is. What if it's all for nothing? If we lose our military contract, no one will ever trust Quest Aerospace again!"

O'Connell leaned forward. "Call Heilman; set up an appointment for him to visit us next week."

Mondale frowned. "We won't be able to show him what he wants."

"We will." Now O'Connell smirked. "There was a death last night. One of the extra night watchmen hired to work in the cemetery over Halloween. His body was crushed. The gate was off its hinges, and the current police theory is that vandals ran a car through the gate and hit the man, then dragged his body further into the cemetery to hide what they'd done. Perhaps they're right… but it seems like quite a coincidence that they found the man's body lying over Mrs. Octavius's former grave." O'Connell leaned back, steepling his fingers under his chin.

Mondale paled. "Then he took the bait?"

"He took the bait. I told you to have faith in me, Lucas. Make sure the guards are prepared; my guess is that tonight, Doctor Octopus is going to pay us a little visit. I want to be certain we give him a proper welcome."

XXX

_Incredible… I may as well be invisible. _It was broad daylight, in a highly populated section of New York, and yet, no one seemed to even see Otto. With his tattered coat, his scraggly beard, and hat pulled low to hide his features, he looked just like the rest of the homeless that infested the alleyways. No one looked at him; the only indication that anyone knew he was there was when they gave him a wide berth, as if they could catch something by passing too close. It was an invisibility he would have loved to have had in school.

It made the task at hand so much easier. The main office building of Quest Aerospace was a place he'd only been once, when he'd pitched his theories to them before turning to OsCorp. It was where the director had his office, and this was the man Otto wanted to speak to. This was the man in the photo next to his Rosie.

Beneath his coat, the actuators stirred but stayed out of sight. After months of being in hiding, they were anxious for action. It was the only reason they weren't protesting this little venture. "Soon," he muttered, and they stilled. A couple passing him by glanced up, then hurried away.

He walked the perimeter of the Quest building, trying not to be too obvious in his scrutiny. It had several entrances, from the main business entrance to the more secure employee entrances around the back. _What do you think?_

**_It is well guarded, and there are security cameras covering the walls, so we would be spotted if we tried climbing up the sides._**

Otto leaned his head back, trying to get a good view of the roof. He wished he could climb one of the nearest buildings so he could get a view from the top, but he didn't dare reveal himself, not yet. Tonight… He'd have a plan by tonight. For now, though… it was time to scrounge up a meal. He grimaced in distaste; this daily ritual was a reminder of how far he'd fallen…

The past couple of months had been a real eye-opener for Otto. After waking up on the bank of the East River and realizing he had, somehow, survived, he'd been at a loss for what to do with himself. His dream was over, his wife gone, his life in shambles. He faced jail time for his crimes, and he'd never work in the scientific community again. He'd never fit in among normal humans again. He was left with this pathetic mockery of a life.

Despite the actuators' insistence that they could get him the money he needed to live a comfortable life in seclusion, Otto had wanted nothing to do with it. No more robberies. No more killing. He'd make do with what little money he had left after the bank robbery, and that was it.

Money didn't last long in New York, and soon he was frequenting missions, such as the one on First Avenue. But even that wasn't enough… Worse, his new lifestyle forced him to break his vow not to hurt anyone. Twice, he'd been jumped by people who wanted his coat, and the actuators had instantly gone on the offensive before Otto could stop them.

But at least he was surviving. Before the accident, Otto had been like those people who treated the homeless as if they weren't there. Now that he'd walked in their shoes, he admired their resilience, their refusal to give up on life when the world had given up on them. Among them, he wasn't a freak, he wasn't looked down upon. He was one of them – so long as he kept the actuators hidden.

Best of all, it was a way to die that the actuators couldn't do anything to prevent. They could kill anyone who tried to kill Otto, they could pull him from a river before he drowned, and they could stop him from committing suicide. But this? They didn't know how to force him to take better care of himself; and anyway, they had no idea what he was doing to himself. After all, he'd spent an entire month feverishly rebuilding his machine living on little more than a couple hours of sleep and whatever snacks he could grab from the nearest newsstand; they didn't know that the human body needed more than that.

Now, though… Otto ducked into an alley and leaned against the wall. _My Rosie could be alive. _He pulled the _Daily Bugle _out of his pocket, tracing the photo of his beloved wife with his fingers. _Rosie… I've missed you so much. _If she lived – no, not _if, _he had to believe that she was, indeed, alive! – then he suddenly had something to live for. He'd find her, and take her away, and somehow they'd make everything work out.

Otto shoved the paper back into his pocket, then fished out the last of his money, a few pieces of change he'd intended to save for when he was truly desperate. Something momentous was going to happen; he could feel it. After tonight, nothing would be the same for him again. He might as well get a real meal before things went down tonight.

XXX

Night fell early, though New York was never truly dark. Otto stood across the road from the Quest building, watching it slowly empty out. When it looked as if business had finally slowed for the evening, Otto made his move.

He entered through the front door. There was no one to stop him, no customers, or even guards. This disturbing lack of security guards confirmed a growing suspicion. The receptionist was tapping away at his keyboard, and he didn't even turn when Otto leaned on the counter and smiled at him. "Can I help you?" the man asked.

Otto glanced around the lobby. _Still no security. _"I believe Mr. O'Connell wishes to see me."

"Do you have an appointment?" the receptionist asked boredly.

"No… But then, I only just got his invitation." For that's what it was; Otto could think of no other reason for Rosie to be in the pictures from the Quest Aerospace press conference except that O'Connell _wanted_ her to be seen. "I believe he may be expecting me."

The receptionist looked up, giving Otto a curious look. His nose wrinkled as he took in Otto's sad condition. "You must be mistaken," the receptionist said, his tone condescending. "Mr. O'Connell has no business with the likes of you. Go find a handout somewhere else."

"Your people skills leave something to be desired," Otto said mildly. "But if you would just tell me where to find Mr. O'Connell's office, I won't need to hurt you."

"I'm calling security," the receptionist said, his hand reaching towards the phone on his desk.

_Don't kill him! _Otto thought sharply as the actuators pushed their way out of his coat. "I asked you nicely," he said sadly. "Why do we have to do this the hard way?"

The receptionist only had time to make a strange squeaking noise before one of the actuators hit him on the side of the head with a force that made Otto wince. The man fell over sideways onto the floor, and Otto leaned over the desk so he could see the computer screen. A few quick taps, and he was able to bring up the locations of the business offices. Otto glanced downward to make certain the receptionist was still breathing, then headed towards the elevator.

XXX

"Sir, we might have something here."

O'Connell had been absorbed in the stack of paperwork on his lap, but he looked up when the security guard spoke. He had been in the security office for more than an hour, waiting for the moment their 'guest' arrived. He grinned at the guard's words; while he'd been certain Dr. Octavius would come, there was always the chance the man wouldn't take the bait. _I love being right…_

"What is it?" O'Connell asked, setting the papers aside and getting to his feet.

The security guard pointed to one of the monitors. "This guy just came right on in the front door. He looks like he could just be some bum, but you said to let you know if we saw anything odd."

The man on the monitor was a shaggy giant in a tattered coat, and O'Connell frowned. This couldn't possibly be the great Octavius, could it? The man and the receptionist spoke for a few moments, and O'Connell made a mental note to fire him for his inattentiveness.

And then _they _appeared. Serpents of metal and circuitry, they fanned out around their host. With breathtaking speed, one of them knocked into the receptionist before turning to Octavius. "Beautiful, aren't they?" O'Connell murmured. He wondered what his predecessor had been thinking when he'd turned down Dr. Octavius's appeal for funding.

"Sound the alert," O'Connell said quietly. "I want everyone in position. Make sure the elevator stops on the tenth floor. C'mon; it's time we greeted our guest."

XXX

The elevator music was going to drive him crazy. The discordant slaughter of what had been a perfectly good Beatles song made Otto want to smash the speakers with the actuators, which were practically quivering in anticipation. Destroying something would take the edge off their eagerness. But he held them in check, thinking all the while that something like "Flight of the Valkyries" would make better entrance music.

He leaned heavily against the wall, shutting his eyes and breathing shallowly. The upper actuators curved around him, cold metal pincers nudging him like anxious dogs. **_Father? Are you all right? You are trembling. _**

_It's… anticipation, _he lied. He wouldn't admit to them that he was afraid. He was afraid of what he'd find, or wouldn't find. If it wasn't Rosie, he didn't know what he'd do. He was hanging on to sanity by a thread; if this was just some cruel trick on O'Connell's part, he didn't think he'd be able to take it.

But… what if it _was _her? Would she welcome him with open arms… or with disgust for what he had become? He wasn't the man she'd married, and he never would be again, no matter how hard he tried. Her rejection would break him.

The elevator ground to a halt, and Otto's eyes shot open. He'd managed to make it up to the tenth floor without picking up any passengers, and he'd hoped that would continue all the way up to O'Connell's office. He didn't want to hurt any more innocents, but he would if the need arose.

The doors slid open. No one was standing outside. Irritated, Otto hit the button for O'Connell's floor, but the elevator remained immobile. _A trap, _Otto thought grimly. _Is there a way out of here?_

The actuators examined the elevator carefully. **_We could easily smash our way through the floor or ceiling and climb the shaft walls._**

Since the elevator showed no sign of moving, Otto remained inside, peering through the door. Beyond was darkness, though the actuators would be able to guide him with little difficulty. _I think we'll just leave through the door. Mr. O'Connell went to great lengths to bring me here. I don't think he'd do this if he wanted me dead._

_**You don't know for that for certain; it could be coincidence. Do not let your emotions overcome your caution. It may not be her.**_

Otto clenched his teeth. _What are the odds that this is all just a coincidence? _he asked.

The actuators were silent for a long moment. Since he knew they could calculate odds in less time than it took for him to ask, he guessed they were reluctant to answer. **_The odds that this is a coincidence are one in a million. We agree that he wants you. However, you shouldn't be so confident that he wants you alive; perhaps you have done something to his company, and he brought you here to kill you._**

_Then you'll just have to make certain he doesn't get that opportunity. But I have a hunch that he wants me for something other than revenge. _The actuators stirred restlessly; instinctual feelings such as 'hunches' were not something that they trusted.

**_Maybe it isn't revenge, then. Maybe he wants to take us from you. Quest is a company that would benefit from having us, yes? We should go up – or leave this place entirely!_**

Otto stepped out of the elevator, ignoring the actuators' hisses of displeasure. Although they craved action, they thought he was being a fool. **_You will get us killed this way!_**

He decided not to point out that their tactics for robbing a bank – just walking inside in broad daylight with no thought for security – were little better than his decision to walk headlong into the obvious trap. **_Let us take you up the elevator shaft! We will surprise this O'Connell and force him to give us what you want!_**

The elevator opened into a corridor lined with what looked like several glassed-in laboratories, though a peek into the nearest revealed that it was empty. All of them were, and Otto realized why after taking a few steps: the entire tenth floor was in the middle of being renovated. The four labs closest to the door were intact, but beyond that was a wide, open area where walls had been knocked down. There were piles of rubble and stacks of building materials, framed-in areas covered with plastic, tables littered with tools… There were far too many places for people to hide. The only lights were a series of fluorescent strips at the far end of the cleared area.

The actuators had ceased their protests and focused on getting them through this alive. The upper two had switched on their heat sensors and slowly scanned the area around him for ambushers, while the lower two were tensed, ready to strike. The metal spike sprang from the throat of the lower right with a metallic scrape that seemed unnaturally loud in the empty space.

**_There are five men behind that wall, _**the actuators informed him. He could suddenly see through the upper left's camera eye, revealing the orange blotches of their heat signatures. He continued to walk forward despite the distraction of the image partially obscuring his vision. **_There are two more behind that pile of lumber to the right, and six in various positions ahead of us. _**He was disoriented when the images from the upper right's camera flooded his mind, merging with the images relayed by the upper left and giving him a nearly 360-degree view.

_**What do you want us to do, Father? **_

Otto blinked as the heat images disappeared, leaving him once again with his own dim vision. _Let's see what they want, shall we? _At his command, one actuator lashed out, knocking into the pile of lumber and sending the two men behind it running. The actuator picked up a claw-full of two-by-fours and flung them forward. He was rewarded by the screams of one of the men in hiding. Otto grimaced; he hadn't intended to _hit _any of them.

_**There are more men, closing in on us and blocking off our escape. They are staying out of our range. They are all very heavily armed.**_

_But they aren't firing. Which means that they _do _want me alive. _"I'm here to speak to your boss," Otto said loudly, his voice dropping into a low growl. "I assume he didn't go to all this effort to bring me here to have me killed." The actuators weaved through the air around him, doing their best to be menacing. The soft _clicks _made by their motion were the only sounds for a long moment.

"Dr. Octavius," a voice said from behind the line of armed guards ahead of him. The lights above him came on, and Otto winced. Even with his sunglasses on, the abrupt change from darkness to light was enough to make his eyes water.

A young man pushed through the guards and stood before Otto, though he was careful to keep out of the actuators' reach. "I'm Steven O'Connell, director of Quest Aerospace." There was a phony smile plastered on his face. "I'm glad you could make it."

"Where is she?" Otto hissed.

"She's safe," O'Connell said. "We have no plans to harm her." _Yet, _he didn't say, but something about the man's attitude suggested it. O'Connell turned to one of the guards beside him. "Mr. Ross, would you please fetch Mrs. Octavius?" The guard gave him a sharp nod and hurried off.

"Then… she's alive?" he blurted out before he could stop himself. The hope in his voice didn't fit the image he was trying to project, and could only be used against him. The actuators were right; his emotions would get them into trouble.

"Yes, though you must understand, the accident left her a little… damaged," O'Connell said.

Otto didn't hear anything past the 'yes.' His Rosie was alive, she was here, and they were bringing her to him! He'd grab her and smash his way out of this place, and they'd leave this city and try to lead a normal life… _No, worry about this later._

"Why do you have her?" Otto demanded. "No, I know the answer to that… you wanted to get to me." O'Connell nodded. "Why?"

"Do you really need to ask? You're one of the most brilliant scientists alive; Quest Aerospace could benefit from your contributions."

"I'm also a wanted criminal and a madman who listens to the voices in his head," Otto said flatly. The actuators curled around him, their 'eyes' focused on O'Connell. "I'm a very dangerous man, Mr. O'Connell."

"So am I." O'Connell dropped his friendly demeanor. "I will have your help, preferably given willingly. But, if necessary, I can make do with what my scientists can figure out once we pull those smart arms of yours from your corpse." He gestured around him. "There are enough of my men here armed with armor piercing bullets and explosive rounds to take you down if I give the command. While I'm sure your creations could stop some of the bullets, I doubt they'd be able to protect you from all of them."

**_He speaks the truth; many more men have entered during this conversation, and all of them are out of our reach. We're trapped. _**There was an accusatory note in their harmonic voices, but Otto didn't apologize. He'd come here for one purpose: to see his wife. And if O'Connell really did have her, then he would listen to what this man had to say.

"Of course," O'Connell continued, "I'd prefer not to harm you unless it's absolutely necessary. That's why I've made Mrs. Octavius my guest."

Rage surged through him; he wanted to lunge forward and snap O'Connell's neck with his bare hands. He couldn't believe that his man was so casually talking about hurting Rosie! He ground his teeth, and the actuators tensed, waiting for the order. But he fought down the urge. Killing O'Connell would be satisfying, but the gunmen would mow him down before he could find Rosie. "What do you want?" he asked hollowly.

Before O'Connell could answer, one of the men behind him murmured something, and O'Connell moved aside to let two people through. One was the guard he'd sent off, and the other… the other…

It was her. He wasn't dreaming; he knew that mane of dark, honey hair, the graceful lines of her body, the beautiful, gentle face… Her eyes remained fixed on the floor, and there was something strangely empty in her normally lively features, but he didn't care. It was Rosie, his Rosie, here, _alive! _He took a step towards her, ignoring the tensing of the guards around him. They no longer mattered; nothing mattered except Rosie. He whispered her name and held his hand out to her.

She finally seemed to notice him, her gaze flicking to his hand before her eyes rose to meet his. He held his breath, waiting for her reaction.

For a long second, there was nothing. Then her eyes widened, and her lips parted in an ear-splitting scream. She whirled and ran, pushing past two baffled security guards who reacted too late to stop her. O'Connell and his men stared in the direction she'd run, clearly thrown by her reaction. Otto could have ordered the actuators to kill them all then, and they wouldn't have been able to stop him in time. But he didn't; he couldn't. Rosie's scream still echoed in his mind, drowning all rational thought. She'd been scared of him… _scared! _He'd thought that rejection was the worst thing that could possibly happen, but he was wrong. Her terror was like a knife to his already-broken heart.

To Be Continued…

The end seemed too rushed to me, but I couldn't get it to work out. Maybe I'll fix it later, if I can come up with a better way to do it, but for now, you'll have to live with it. It's gonna drive me nuts, though…


	3. Distorted Reflections

Disclaimer: I don't own any of the Marvel characters appearing within, sadly. No profit is being made from their use.

Author's Note: I wasn't trying to traumatize anyone with the last chapter, really! I'm sorry. And for those of you who are a little worried about Rosie's reaction, I have a plan. I know what I'm doing. Er, do those sound like famous last words to anyone else? Right up there with "I certainly know the consequences of the slightest miscalculation." Heh… Warning: this includes a shower scene. Don't get all excited, fangirls. And I'm not satisfied with this chapter, either… I can't seem to get this fic right!!!

_**Moonlight Becomes You**_

_Three – Distorted Reflections  
_

_October 29 - 30_

Steven O'Connell recovered first. His initial reaction was to flee before Dr. Octavius regained his composure and attacked, but he fought the urge back. It didn't look as if Octavius was going to be hurting anybody.

The scientist had fallen to his knees, his eyes on the spot where Mrs. Octavius had stood only moments ago. Three of the actuators weaved restlessly through the air above their host; the fourth had its pincers next to Octavius's face, making peculiar squawking sounds as though trying to comfort him. Octavius seemed oblivious of its presence; he didn't even blink as it brushed his cheek. He wasn't crying, as O'Connell had initially feared, but he'd never seen anyone do a whipped-puppy expression quite so well.

This could make things both easier and harder for O'Connell. On the one hand, at least O'Connell didn't need to worry about more of his men being injured. On the other hand, Octavius seemed dangerously close to becoming catatonic, and he'd be no use to O'Connell or Quest in that state.

"Dr. Octavius?" he said gently, taking a step forward. Instantly, the actuators went on the alert, curling around their host, with their pincers opening into a claw-like formation. The guards surrounding Octavius brought their guns into firing position, but O'Connell raised a hand to stop them. "Dr. Octavius?" he tried again.

This time, the scientist seemed to hear him. He lifted his face, meeting O'Connell's eyes. "She was afraid," Octavius whispered. His tone was no longer threatening, but pathetic.

"She – " O'Connell began, but the actuator that had been comforting Octavius snapped at him, and O'Connell backed away.

"Leave him alone," Octavius said in that same low tone. The actuator wavered, but it didn't move. "Leave. Him. Alone," the scientist said more firmly. All four of them shrank back, but not without a series of hisses. O'Connell watched all of this with fascination. He'd heard that the actuators were driven by AI, but he'd had no idea that they were capable of thinking and acting on their own. Maybe that story he'd read in the _Bugle _about Octavius being under their influence was true after all.

General Heilman was going to be _very _pleased. Assuming Quest could get Octavius to cooperate.

He knelt down before Octavius. "I had no idea she'd react like that," he said, putting as much sympathy in his voice as he could. Threats wouldn't work now. "She's been in the hospital ever since the accident; she spent about a month in a coma. She hasn't spoken a word since she woke up, but the doctors think she's suffered memory loss. She might not even remember you."

Dr. Octavius winced, and O'Connell almost felt sorry for the man. "The more time she spends with you, the more she might remember," O'Connell continued. "You'll have plenty of opportunities to see her while you're working with us."

"She should be in the hospital," the scientist said. "Not here. Not… with me." He got to his feet with the help of the lower actuators, which then drooped into an 'at-rest' posture behind him. No longer dwarfed by the machinery, O'Connell was suddenly very aware of just how _tall _Dr. Octavius was. If he hadn't been so thin and weak from his time on the streets, he'd be very imposing. "I think any more contact with me will only make things worse."

"I can't do that, Doctor," O'Connell said pleasantly. "Once she's out of my hands, I'd have no leverage, would I?"

Octavius clenched his jaw. "I give you my word; I will do what you ask, just please, take her to a hospital where she can heal."

"I assure you, she's being given the best care," O'Connell said. "For now. And, while I would like to trust your word, you are, as you said, 'a wanted criminal and a madman who listens to the voices in his head; a very dangerous man,' correct? I'd be a fool to get rid of the one thing that keeps you under control."

Octavius was shaking with rage, but his restraint was admirable. He had the power to strike O'Connell dead, but all he said was, "What do you want from me?"

"Like I said, Quest could use your fine mind, deranged though it may be." Octavius's scowl deepened, but he said nothing. "In particular, we're interested in the secrets of your last, greatest experiment."

"The fusion device doesn't work. I will _not-_"

"Not the fusion device… those arms of yours. They're called actuators, correct? You may have built them as something to assist you in your life's work, but I don't think you realize just what you have there. The AI and neural interface alone could make millions with the right applications."

Now there was a new expression on Octavius's face: fear. "You're going to take them away from me?" He tensed, and O'Connell knew he'd have to say something quickly before the actuators reacted.

"No; that would be unnecessary, so long as we have your cooperation. It's far easier just to have your input than to figure out how you did it by pulling the actuators apart. Besides, I know what happened to the last doctors who tried to separate you from your creations." The doctor flinched. "No one wants to even touch them. We want you in a purely scientific capacity."

Octavius was silent as he though the offer through. O'Connell knew he was trying to find the catch, but the scientist was likely to relent in the end. After all, what O'Connell was offering was something any scientist would want, something Octavius wouldn't find anywhere else. "You'll have all the funding you need, and your own lab space, and the police won't find you. And when the day is over, you can see your wife again. "Do we have a deal?" He held out his hand.

The wary expression was still on Octavius's face as he took O'Connell's hand and gave it a firm shake. "Deal." O'Connell blinked when he pulled his hand away; his palm was flecked with blood.

XXX

_**You do not trust him, do you?**_

_No, _Otto said as he followed O'Connell into another elevator. Five heavily-armed guards followed, keeping the muzzles of their guns trained on him. They also stayed very close, giving the actuators no room to maneuver. _It's too good to be true. If O'Connell simply wanted my scientific expertise, he wouldn't be keeping my wife hostage. He wants something else from us._

**_And as long as he has the woman, you will give it to him. _**They didn't bother to hide their disgust.

_As long as he has her, yes. But I'm counting on you to help me get her out of here. Not tonight - _he didn't think he'd have the strength of mind to face her again so soon - _but sometime. I will not be coerced into giving away my theories and inventions for Quest's gain! For now, though, let's see what O'Connell has planned for us._

He didn't add that he needed the time to recover. Rosie's scream still echoed in his mind, and that look of sheer terror was permanently etched in his memory. He'd never frightened Rosie before, never! He didn't want to see her like that again. Had she really forgotten so much? They'd been married for twenty years; could she have lost _all_ of that? Or had he really changed that much? Otto closed his eyes, rubbing his hand down his jaw. He knew he looked different, but he'd thought Rosie would look past all that and see the man she loved. He hoped it was just amnesia; but what if she blamed him for the accident and feared that he'd hurt her again?

If he continued to dwell on this, it would drive him mad. Instead, he examined the wound on his hand. Flexing it had ripped the stitches open, and it was bleeding again. As long as he kept using the hand, it would be slow to heal. O'Connell watched him for a moment, then asked, "Do you need a doctor?"

"No," Otto said flatly. He knew he was a mess; he didn't need a doctor poking around to know that.

O'Connell seemed put off, then shrugged. "If you ever want one, let me know. I can also supply a good tailor." He wrinkled his nose as he looked Otto up and down, taking in the stained, tattered coat he wore.

The elevator stopped and the door slid open, revealing yet more guards. Otto followed docilely, the actuators concealing themselves under his coat. He did his best to seem obedient and totally harmless as he followed O'Connell down a luxurious hallway that was a striking contrast to the last floor he'd been on. It looked more like a floor in an expensive hotel than a place of business. Otto had assumed they were heading to O'Connell's office, but now he asked, "Where are we?" **_There is someone in the room closest to the elevator, Father, _**the actuators whispered into his mind. He ignored them as he waited for O'Connell's answer, though he couldn't help but wonder if the occupant of the suit could be Rosie.

"My predecessor had this bright idea to make the top floor of the building into a series of suites. He thought they would come in handy on those nights when board meetings ran late and no one wanted to drive home, or as a good place to put up visiting investors without having to pay for an expensive hotel. Or, in the case of my predecessor, it was a good place for him to go when he was fooling around with his secretary." O'Connell shrugged. "I'm escorting you to your quarters. You didn't think I was going to hold you in a jail cell, did you?"

Otto hadn't really given it much thought. He supposed he had thought O'Connell was going to put him in some sterile holding cell with reinforced walls. But when O'Connell stopped at one room, gesturing at one of the guards to open the door, Otto could only gape at what he saw inside. The room continued the hotel motif, though it wasn't very big, and Otto wondered what O'Connell was thinking. He took a step inside, then stopped in the doorway. The walls were about a foot thick, and there were peculiar indentations in the door jamb. _So much for it not being a reinforced cell. _O'Connell watched him, a smile playing about his lips. "This particular room was converted into a panic room of sorts after the Green Goblin's attack on our bunker."

"Not a jail cell, no," Otto murmured. But he had to admit, it was preferable. From what he could see in the dim light (O'Connell really _had _done his homework, if he'd figured out Otto's sensitivity to bright lights), he had a main room, a small kitchen, a bathroom, and there was a closed door that led to what was probably a bedroom. An actual _bedroom, _likely with a _real _bed.

"Does it meet your approval?" O'Connell asked. "You'll find food in the cabinets and refrigerator, and soap and shampoo in the bathroom. I suggest you make use of it." He wrinkled his nose again. For the first time, Otto felt embarrassed about his shabby appearance. "There are some clothes for you in the closet, though they weren't made to accommodate your… unusual needs."

Otto smiled faintly. He wondered if O'Connell was being condescending, or if he was genuinely trying to be nice. Otto doubted it was the latter. "Thank you," he responded in the same tone. He considered goading the actuators into making another appearance to remind O'Connell of who he was dealing with, but that wouldn't help his situation. If he was O'Connell's 'good little boy,' then maybe he'd ease up on security.

"I'll send for you at noon tomorrow," the director continued. "We'll discuss matters in more detail after we've had a night's sleep." He looked like he was about to go, then turned back. "Is there anything you need before I leave?"

Otto considered, then smiled wickedly. "While I appreciate the new clothes, I'm rather fond of this coat. If you could get it cleaned and mended, that'd be a start." He turned his back on O'Connell and removed the heavy coat for what seemed like the first time in months, then deposited the dirty garment in O'Connell's arms. Otto hoped the grime stained O'Connell's immaculate suit. He expected to see a disgusted look on the businessman's face, but instead there was something else, the first expression that was genuine, a look of horrified fascination. Otto frowned, wondering what had brought that about. Then he realized that O'Connell had been staring at his back. Did it really look that bad? He hadn't given the injuries much thought since the accident, but he couldn't help but think that having a couple hundred pounds of sentient machinery fused to his back should hurt a lot more than it did. He suspected the actuators were dulling the pain.

O'Connell abruptly shook his head, and then that falsely pleasant expression was back. "I'll make sure you have this by tomorrow," he said, holding up the coat. He gestured to the armed men, who escorted their boss out of the room. The door slammed shut, accompanied by a loud metallic scraping noise. The actuators examined the door for several moments before reporting to him. **_This door is steel behind the wood panels. And there are metal bars holding it in place. There are also alarms wired to it; by the time we could break through this, a team of armed men could be ready and waiting for us._**

_We'll think of something by the time we're ready to escape, _he told them. He made a quick circuit of the small suite, noting the peculiar absence of windows. There was an uneven patch on the far wall of the main room where one must have been, but it had been filled in and, the actuators told him, reinforced. He closed his eyes, clearing his mind and letting the actuators show him what was concealed behind the plaster walls. The entire room had, indeed, been reinforced with steel bars, and so had the floor and ceiling. Had the threat of the Green Goblin really scared them that much, or had this been done for him? Escape was going to be difficult, indeed. _And it will be harder still with Rosie._

It was too early to formulate a proper escape; Otto decided not to give it further thought. He hadn't had real food or taken a bath or slept in a bed for months. He intended to take advantage of O'Connell's 'hospitality' while he could.

A quick glance in the cupboards showed they were stocked with boxed and canned foods – fortunately, nothing that someone with barely adequate cooking skills couldn't manage – as well as other necessities, like bread and peanut butter. He was also fully stocked on cookware. He pulled a butcher knife from the silverware drawer, examining its razor edge. For a moment, he wondered why O'Connell would leave something like this here for a prisoner – then Otto laughed at himself. Why would the director fear a knife when he was equipped with a far deadlier set of weapons? He completed his investigation of the kitchen with a peek in the fridge and freezer. He'd never been so happy to see a frozen pizza in his life.

But despite the rumbling in his stomach, he didn't let himself eat. Not yet. He didn't want to eat when his fingers were stained with dirt and blood. He decided to check out the clothing O'Connell had mentioned and ended up in the bedroom. It was small, with a bed and bureau the only décor. A bed… an actual bed… Otto ran his fingers along the firm mattress. The actuators poked at it, wondering why it had excited their host. _A shower, then food, then bed… _Hopefully, the luxuries would be enough to keep his mind off Rosie.

Otto opened the top drawer of the bureau, wondering what O'Connell had found for him. He couldn't imagine the director actually going out and shopping for him; he'd probably just taken some of his own discarded old clothing or whatever his guards could donate. If so, then Otto would be lucky if he could find anything that fit. Then he saw the topmost shirts, and his eyes narrowed. The white button-down dress shirt could have come from anywhere, but the green knit sweater beside it with the peculiar diamond pattern was very familiar… His wife had given it to him on his birthday. He pulled it out, wondering if he was mistaken, but once he'd unfolded it, he could see that it was just his size. And when he held it up to his nose, he could faintly smell traces of the lavender potpourri Rosie had placed in the drawers. It was _his _clothing! His fingers tightened around the cloth, and he gritted his teeth. O'Connell had taken the clothing from his _home_. _My wife, my research, my clothing… what else of mine does O'Connell want or have? _The actuators weaved around him uneasily, reacting to his agitation. Would O'Connell take them next, despite what he had said?

He stuffed the shirt back in the drawer. Even if it was his shirt, it wouldn't fit over the harness, and he didn't feel like taking the time to modify it. Tomorrow, maybe… He grabbed a robe from the closet – _his _robe, a worn royal blue one that he warned the actuators not to tear. It smelled like home… He quashed the thought, not wanting to think about Rosie just yet. _Shower, food, bed… That's all I want to think about right now._

Otto went into the bathroom, which would have been decent-sized to anyone who didn't have four mechanical arms on their back. He flipped on the light switch and winced; O'Connell had forgotten to dim the lights in here. One of the actuators snaked up and crushed one of the bulbs above the mirror, leaving the room dim enough for Otto to take off his sunglasses without straining his eyes.

As promised, there was soap and shampoo for his use, as well as towels and wash rags. Otto hung the robe on the towel rack and got ready to take his first shower in months.

Was it any wonder New York pedestrians avoided the homeless?

He tossed his pants aside, resolving to never touch the soiled garment again. Then came the hard part; the metal waist band served to take some of the weight of the actuators, and when he'd fitted the piece, it had fit snugly against his abdomen. But months of living on the streets had slimmed him down, leaving a gap between his skin and the metal band itself (and revealing a nasty set of scars where the skin had been charred during his accident.) The waist band was too damaged to adjust, so Otto had been forced to wedge rags between his skin and the band. Otto worked the rags free, commanding the lower two actuators to brace themselves to take the weight. Even then, the sudden pull on his spine was enough to make him gasp. He wondered if O'Connell would let him build a replacement waist band.

Then he started the shower and climbed inside. It was like stepping into Heaven.

The first layer of dirt sloughed off under the onslaught of water. Otto shut his eyes and savored the feel of the hot water on his skin. The actuators tried to stay out of the spray; they were water-proof, but that didn't mean that they _liked _water. The lower two were firmly braced against the walls, to ease the pull on his spine. Otto spent several minutes just standing under the deluge before he finally set to cleaning the accumulated dirt and grime that came from living on the streets. He scrubbed until his skin felt raw, trying to remove every speck of dirt, even if it meant scraping off a layer of skin. Then he passed the soapy rag to the upper right tentacle, which delicately cleaned around the spinal brace and harness.

When he finally stepped out of the shower he felt clean again. Better yet, he felt almost _human _again. He ran his fingers through his rough beard; that would be the next to go. The upper actuators each grabbed towels; one began to towel him off, the other carefully dried the other actuators. Otto opened the mirrored cabinet and pulled out the razor and shaving cream, then shut it. The steam had made the mirror opaque, and without thinking, Otto ran his hand down the middle, exposing his reflection.

Dark, haunted eyes, sunken into a gaunt, lined face, stared back at him. The face was almost unrecognizable, and with shock, Otto realized he hadn't really seen himself since… since before the accident. _Is that what I look like now? _He wiped away the rest of the steam, revealing the shaggy beard, which was streaked with grey, and the long, stringy hair, also threaded with grey, colored black by the water and curling slightly with its length.

He'd caught glimpses of his reflection, of course, on the surface of the East River or in windows. But he'd thought they were distorted, like the reflection in a funhouse mirror. He'd given it no thought beyond that; no one who lived amongst the dregs of society could afford to be vain. Now, though… _I don't look like me at all. Did Rosie not even recognize me? Is that why she screamed? _Otto closed his eyes and leaned his forehead against the mirror. _God, I'm a mess. _I _don't even recognize me. _One of the actuators, the upper right, nudged his cheek, but he pushed it away. _And I don't even want to see… _Otto opened his eyes and slowly turned around. There'd been something else he'd been too afraid to look at, something that he _knew _wouldn't look good. The expression on O'Connell's face had said as much.

His back was a mess. The part of the spinal brace that hugged his vertebrae was pitted and scored from being electrocuted twice; there were even misshapen pieces where they had partially melted. It looked like some sort of alien parasite embedded in his spine. And the flesh around it… His back was a mass of scar tissue. Misshapen pink ridges and blotches of smooth, shiny white skin decorated the area around the brace.

It was no wonder he was constantly in pain; even if the actuators were dulling it, the damage was just too much for them to suppress completely. In the back of the mind, where the actuators couldn't sense it, he'd nurtured the hope that, someday, somehow, he could remove the actuators and resume a normal life, a life with Rosie again at his side.

He had to face the facts; he wasn't the man he once had been. And he never would be again.

To be continued…

After thinking things through over vacation, I have some ideas to make this story better. Woo hoo! Hopefully now I can get chapters out faster.


	4. Fateful Encounters

Disclaimer: Lynnea is mine; the rest all belong to Marvel. No profit is being made from there use.

Author's Note: Another chapter already! I'm going to _try _to update this weekly, or at least, bi-weekly, schedule permitting. This chapter doesn't have as much Otto in it. I'm sorry. Next chapter will be Otto-centric, I promise. There would have been more, but I had to cut the end to this chapter off, otherwise this would have been way too long.

_**Moonlight Becomes You**_

_Four – Fateful Encounters_

_October 30_

It was the city that never slept, and now Lynnea knew why. Who the hell could sleep with all that sound? Even her suite on the thirteenth floor of the Hilton wasn't immune to the noise; a nonstop roar of motors, the honking of angry drivers – New York seemed to be full of them – and the blaring of music, the roar of the conversations of millions of pedestrians, the police/fire/ambulance sirens that seemed to pass by every half hour… It was overwhelming to a simple country girl. Oh, she'd been to big cities before; Chicago or Detroit, mostly. But they were _nothing _compared to New York City.

Lynnea sat on the window sill, gazing down at the packed streets. Her dark eyes watched the teaming masses of humanity with interest. From her height, they looked like insects, like cockroaches fleeing from the light. Lynnea smiled, covering the street below the window with her palm as if she could squish the pedestrians like the bugs they so resembled. A week in the city had left her jaded; she wanted nothing more to return to her quiet apartment.

Still… if she didn't take advantage of _some _of the tourist attractions in New York, she'd regret it. She'd been toying with the idea of going to see a Broadway musical, _Phantom of the Opera, _maybe, or the new _Fiddler on the Roof, _which she'd been hearing good things about. She'd been putting it off, knowing that she didn't fit with the normal Broadway patronage, but what did she care, really? She didn't fit in with _any _normal crowd, if she was being honest with herself. It was a fact she took great pride in. "What do you think?" she muttered. "Should I risk the Broadway crowd, or visit yet another cult bookstore that I 'just can't leave the city without seeing?'"

A soft _mrrrow _was her only answer, and she glanced down at the black cat curled in her lap. "Yeah… that's your answer for everything," she muttered. She stroked his sleek head absently. Technically, the cat wasn't supposed to be in the hotel, but no one needed to know he was here. He was very good at hiding himself whenever housekeeping came in to tidy up; Bat was far more intelligent than most humans Lynnea had the misfortune of knowing. "I think I will go; it's not like I can't afford it." Her current employers, 'Mr. Jones' and 'Mr. Smith,' were paying three times her normal rate as compensation for losing the customers she'd normally have lined up this close to Halloween, as well as paying for her air fare and her stay in the hotel. Of course, if they would just give her the other half of her money, they wouldn't have to worry about paying for a hotel stay, and she could be back home taking those Halloween clients!

"Maybe I'll just go see _both _of those musicals, and wear my work clothes," she said, smirking. "I'm sure Goth is all the rage among the upper class." Bat just _mrr_ed and curled himself into a tighter ball. "All right, your highness; I'm not going to go anywhere until I've fulfilled my duties as a cat bed." One green eye opened, as if the cat were saying "Damned straight!"

And then her cell phone rang. Lynnea considered not answering it, but the warbling was insistent, and she pushed the protesting cat off her lap and crossing to the coffee table, where she'd carelessly tossed the annoying piece of technology.

"I'm here," she said in lieu of the normal friendly greetings one used on the phone.

"This is Mr. Smith," the voice on the other end said tersely. Lynnea immediately came to attention; this could be about the rest of her money. "Our mutual employer is sending a conveyance for you in an hour. Be ready."

Lynnea blinked, puzzled. This wasn't how they'd planned to transfer the rest of the money to her. "What's wrong?" she asked sharply.

Smith had been about to hang up, but he deigned to answer her question. "Something is wrong with your little zombie," he said. "It was frightened by our target and spent the entire night screaming."

She wanted to snap at him for using the z-word, but she girded her tongue. Instead she said, "Frightened? I thought you said this man was her husband." Silence was her answer. It took her a moment to realize it was because Smith had already hung up.

_Shit. _If there was something wrong, then she wouldn't be getting her money. Could they be finding fault where there was none, simply because they didn't want to pay her? _Why would she be frightened? Unless… hmm, maybe he abused her or something; that would have left emotional damage that could linger even now. _She scowled; if her employers had _known _that, she could have repressed the residual emotion.

Grumbling, she changed into black jeans and a black Evanescence T-shirt. She didn't feel like slipping completely into her work persona, and decided to forgo her normal accessories. With the exception of a black collar studded with what looked at first glance to be off-white gemstones but were actually human phalange bones, carved into ovals and polished to a shine. Bat gave her a disapproving look, and she stuck her tongue out at him. Then she pulled out the file Mr. Smith had given her on Rosalie Octavius and thumbed through the papers and photos, searching for some sign of what had gone wrong.

It was a simple enough job, moreso than some she'd been called in to do. Jones and Smith hadn't given her much in the way of details, but they'd told her enough to 'program' Mrs. Octavius for the required task. She was to be used to manipulate her husband, a brilliant scientist who had gone into hiding after an accident which had killed his wife and ended his dream. What Jones wanted to do with Dr. Octavius was none of her business. She'd assumed their relationship had been one of love; but if he was abusive… Well, that just made everything harder.

Lynnea set the file on the coffee table, deciding to bring it to read on the way. For now, she had to go and pack her things; it looked like she was going to have to _work _today. She wondered if she could charge extra for it.

XXX

O'Connell was already going through his paperwork for the day, even though it was only seven in the morning. He believed in getting things done early; his predecessor had been a procrastinator, and Quest had suffered for it dearly.

Mondale entered unannounced, and O'Connell glanced up. "Did you get a hold of her?" He assumed so, from the grim expression on the man's face.

Mondale nodded. "She'll be here in an hour."

O'Connell turned his attention back to his work, a clear dismissal. But Mondale didn't take the hint. Instead, he said, "We have a problem."

"Oh?"

"I just received word from our spy at OsCorp. Apparently, Harry Osborn's finally sobered up enough to remember that he owns the rights to Dr. Octavius's inventions. He's trying to attract potential investors. He hasn't told anyone yet what he has, but once word gets out, General Heilman could void his contract with us and go to OsCorp. And he could do it; our spy saw Octavius's plans in Osborn's possession."

O'Connell gritted his teeth. "And he's probably got them on computer somewhere, too, if he has any intelligence at all. Has anyone shown any interest in it yet?"

Mondale shook his head. "Not yet; but once they realize the practical applications of Octavius's inventions…" He couldn't finish. He didn't need to; both knew what could be done with the scientist's research, and just how much money it could make for whoever held the rights to it.

"We still have time," O'Connell said finally. "We'll have to put Dr. Octavius at work as soon as we can so we can get his research to General Heilman before he hears about Osborn." Then something occurred to the director, and he smiled wickedly. "Perhaps we could put Octavius to work another way as well." After all, what was the fun of having a super-villain in his control if he couldn't use him?

XXX

Lynnea felt the first twinge of unease when she saw the 'conveyance' that Mr. Smith had referred to was a limousine. She knew her employer was wealthy – he wouldn't be able to afford her otherwise – but he'd been careful thus far not to reveal anything about himself to her. She'd thought at first there was a mistake, but the chauffer had opened the door for her and gestured for her to get inside. So she did, resolving to enjoy it. Who hasn't wanted to ride in a limo, after all?

Her unease grew further when the limo pulled up, not at the same anonymous building where she'd met Jones and performed the ritual, but at a skyscraper bearing the logo of Quest Aerospace over its front entrance. They'd chucked anonymity out the window after taking great pains to conceal who they were from her. _This can't bode well…_ But she smiled at the chauffer as he opened the door to let her out, and he walked through the doors, past the receptionist, and to the main elevator. "Just take this to the top floor; Mr. O'Connell is waiting for you in his office."

Her smile faltered. Now she knew the name of one of her employers, most likely Mr. Jones. And she got the feeling that he was very important to Quest. _Shit. _She'd had an employer try to kill her once for thinking she knew too much. Then, she'd had peers come to her defense. Now… she was alone in a very big city. Had he brought her here to kill her? _No… he could have just given me my money and let me go, and I'd be none the wiser. Why show me his name now? To find an excuse to kill me? If he'd wanted me dead, he could have done it already._ She had to assume that he'd called her here because of a problem with Mrs. Octavius.

And if he did try to kill her… well, she wouldn't go without a fight. She kept a knife in the inner pocket of her black coat, and she knew how to use it.

The elevator ride seemed to take forever, and she kept receiving odd looks from the staff whenever they got on. Lynnea kept herself pressed in the back corner, trying to put as much distance between herself and them as possible. When the car finally stopped on her floor, she sighed with relief. Then, steeling herself for a possible confrontation, she stepped out.

Finding O'Connell's office was easy enough; while most of the offices lining the main hallway had doors of either plain metal or metal covered with a false wood design, the massive double doors at the end of the hall were real oak, and carved with an elaborate geometric pattern. There was a camera above the door, no doubt feeding her image right to O'Connell. She paused before the door, took a deep breath, then pushed the door open.

There was a small inner room, where an immaculately-dressed middle-aged secretary was seated at her desk. The woman looked up, her nose wrinkling in disgust as she examined Lynnea. "You're the girl Mr. O'Connell is expecting?" she asked, her tone one of disbelief.

"I am," Lynnea said coolly. The secretary clearly didn't know why, and seemed disgruntled about being left out. Lynnea considered telling the older woman that she was O'Connell's mistress, but it Lynnea was already on thin ice; she didn't want to aggravate the situation.

"Go on in," the woman sniffed.

There was another set of wooden double doors, these of a polished wood so dark they were almost black. They opened on well-oiled hinges, and Lynnea couldn't help but gape at the office's extravagance. No wonder he could afford to put her up at the Hilton.

The man she knew as Mr. Jones but was more accurately known as Mr. O'Connell didn't do more than glance up as she entered, and gestured towards the seat in front of his antique desk. Lynnea sat on the edge of the seat, her body tense. _At least I know he isn't planning to kill me; these carpets must have cost more than his secretary makes in a year. Getting blood out of them would be a bitch. _

"Good morning, Lynnea," O'Connell said warmly. It was a false warmth; she wasn't fooled by it.

"What's wrong with the puppet?" she asked, ignoring his attempts at pleasantry.

"Straight to the point. I like that." O'Connell leaned back in his chair. "She came face-to-face with her husband last night, took one look at him, then screamed and ran. Her caretaker says she spent the entire night screaming, and wouldn't even follow basic commands. If she's going to do this whenever she comes in contact with Dr. Octavius, we may lose our hold on him." O'Connell's eyes narrowed. "That would be very dangerous for all involved."

Lynnea blinked. She'd looked through the files during her ride over, and, while there wasn't much info included on the husband, there was nothing to suggest he was dangerous. Perhaps he was a wife-beater, but dangerous? "I can eliminate the problem," Lynnea said thoughtfully. "Though it will take some time. I need to figure out the source of her fears, and then I can make her forget it. Did Dr. Octavius beat her or threaten her in any way?"

O'Connell stared at her for a moment, then smirked. "I keep forgetting you're not from around here," he said with genuine mirth. Lynnea wondered what was so funny. "I have no idea if he was abusive or not," O'Connell continued. "Why don't you ask him yourself? He's reluctant to talk to me, of course, but maybe a young, cute girl like yourself could charm it out of him."

Lynnea bristled. She'd already come to the conclusion that she didn't like this Mr. O'Connell, but he was the one paying her. "Perhaps," she agreed. Maybe it would be better this way; she needed to find out what had frightened Mrs. Octavius, and her husband would probably be more likely to speak with someone who didn't look threatening. The sooner she got this done, the sooner she could get her money and get out of there. "All right. When do you want to do this?"

"How about now?" O'Connell stood up and gestured for her to follow. A set of well-armed guards met them outside the office; O'Connell must have some way to alert them inside his office, Lynnea presumed. But why did he need so many guns to talk to some reclusive scientist?

She was escorted to a private elevator situated near O'Connell's office, which took them to a floor that she hadn't been able to reach with the other elevator. She tried to repress her shudders at being wedged into such a small space with so many men; fortunately, the ride was a short one, and the elevator opened onto a floor that looked more like it should belong in a hotel than a business office. "We keep Mrs. Octavius in this room," O'Connell said, gesturing to the nearest room. He led her to the furthest room from the elevator, the door of which was flanked by yet more armed guards.

"Just knock when you want out, though if you aren't out by half an hour, I'm having one of the guards retrieve you," O'Connell said. He nodded at the guards to move aside, then went to the keypad at the side of the door and typed in a code. She heard the scraping of metal, then a click as the door unlocked. "If you're ready afterwards, I'll have you escorted to Mrs. Octavius's room. Do you want any guards with you?"

"No; I think he'll speak more freely if I'm alone. I am, after all, a 'young, cute girl.'" The guards exchanged glances. "If he gets aggressive, he'll find that I can take care of myself," Lynnea continued, annoyed. _He's just a damned scientist! What's so frightening about some pudgy middle-aged nerd?_

"It's your choice," O'Connell said. He gestured one of the guards to open the door. The man peered inside, then quickly pulled his head back out. He grabbed Lynnea's arm and pushed her inside before she could flinch away from his unwelcome touch, and the door began to close. Just before the door completely shut, she thought she heard the armed guard ask, "What if he kills her, sir?" She never heard the reply. Not reassuring; if she couldn't hear voices through the door, would they hear her knock?

She took a deep breath. _Just a pudgy, middle-aged nerd, _she reminded herself.

The room, which reminded her of her old college apartment in size and layout, lacked windows, and the few lights were missing half their bulbs, casting half the room in shadow. _Wonderful. If he comes out here in a lab coat and goggles and holding a smoking beaker, I'm out of here. _At least this place didn't _look _like a mad scientist's laboratory. No sparking electrodes, or caged, mutated mice… "Hello?" she called uncertainly. She stepped from the door the short distance to the couch that dominated the main room, with the intention of keeping the piece of furniture between herself and the doctor. She was locked in a room with a strange man; it was all she could do to keep from trembling. Maybe she should have taken O'Connell up on his offer of guards, even if there presence kept Octavius from talking. "Dr. Octavius?"

The bedroom door opened, and Dr. Octavius walked out. Or at least, she assumed it was Octavius. The man in the photos she'd seen in the file had been heavy-set without being fat, with immaculately groomed hair and a friendly, if distant, expression. This man was gaunt under his white button-down shirt, with longish, wavy hair that hung into sunken brown eyes. He was also a whole lot taller than his pictures had made him look. And his expression was anything but friendly. Clearly, losing his wife had been hard on him.

"Who are you?" the man asked. He came over to the couch, tossing aside the pair of scissors he held in one hand before leaning his arms on the back. He made no effort to come too near her, for which she was grateful.

"I'm here about your wife," she said smoothly. She was pleased her voice didn't tremble. "About her reaction last night."

That caught his attention. "What about her?"

"I'm… one of her nurses." O'Connell had outlined what sort of excuse he'd planned to use when she reanimated the woman; saying she was a nurse was the most plausible explanation she could come up with. Octavius arched one brow skeptically. "I know I don't look like it," she said hurriedly, "but, let's face it, this isn't a _legal _situation we're involved in, here, and there aren't many nurses willing to work in conditions like this." He seemed to accept that. "Your wife Rosie spent the whole night screaming. She may have lost her memory, but something about you struck a chord with her, triggering a memory or something. Can you think of anything that might have frightened her? A repeat of this incident won't be good for her."

Dr. Octavius looked amused by this. What the hell didn't she know that everyone found so damned funny? "I think I might have a good idea," he murmured with a glance backwards.

Lynnea took a few steps backwards. She knew he wasn't going to like her next question, and she wanted to make certain she was out of reach. "Have you ever hurt her or threatened her in any way, Dr. Octavius?" she asked softly.

He reacted so quickly she didn't even have time to scream. One moment she stood halfway between the couch and the door, with the heavy piece of furniture between them; next thing she knew, she was backed against the door, caged in by something that had been a blur to her vision and had hit the wall with astonishing force.

She cringed against the door, eyes squeezed tightly shut, waiting for the whatever-it-was to finish her off. When she wasn't immediately struck down, she cracked one eye open. The first thing she saw was Dr. Octavius's face, his features suffused with rage. "I. Have. Never. Hurt. My. Wife," he hissed, clearly enunciating every word. She opened both eyes, her gaze going to what looked horribly like a metal, skeletal snake with its head squashed against the wall. There were three others, two on either side of her.

It probably wasn't a good time to say that, seeing him like this, it was difficult to believe he'd never hurt his wife. In fact, she didn't think it was a good time to say anything, even if she could force words past the lump in her throat. "I'd never hurt her," the doctor continued softly. "Never." He almost sounded like he was trying to convince himself. The anger left his face, and the… _things _pulled away, though she had the feeling that the glowing red lights in their centers were watching her… "I'm sorry," Dr. Octavius said quietly. "I shouldn't have reacted like that."

Lynnea tried to speak, but couldn't manage more than a squeak. _What the hell kind of city is this?! First I read about some guy in red and blue tights who climbs walls, and now I'm face to face with some freak with mechanical snakes on his back!_

"I'm sorry I frightened you," Dr. Octavius said, and his features were genuinely sorrowful.

"This… this answers my question," Lynnea finally managed, her voice still a little high and breathless.

Dr. Octavius sighed. One of the metal snakes twisted around, emitting a peculiar peeping noise. He glanced at it, then turned back to Lynnea. "Yes. Rosie's frightened of them. Of _me, _of what I've become."

Lynnea's quaking legs could barely hold her; suddenly, they gave out, and she began to slide down the door. Octavius made a move as if to catch her, and Lynnea shrieked, "Don't touch me!" A hurt look crossed the doctor's face, and Lynnea felt bad for her instinctive reaction. "Sorry… I didn't mean to overreact," she said apologetically. Octavius's face had settled back into its neutral expression, and Lynnea wondered if she'd imagined the pain she'd seen there. "Err… what are they?" Lynnea couldn't pull her eyes away from them; their sinuous weaving had a sort of reverse snake charm effect.

"An experiment that went horribly wrong."

The file on Rosie Octavius had said she'd died in a lab accident. The same accident, perhaps? "Can't you remove them?" They were showing no further interest in her, and Lynnea was encouraged by this. It wasn't often one met a man with eight limbs; she had to admit that she was curious.

And now she understood _why _O'Connell wanted him – what corrupt business man wouldn't want to have a man this powerful under his control? Lynnea was suddenly very happy that Michigan was far from New York.

"I thought everyone knew the story. You aren't from New York, are you? They're fused to my spine, from an electrical current that melted the neural connections. I might have been able to get them surgically removed after the accident first happened. But the doctors who tried to take them from me died." His tone was neutral. "Then there was another incident involving electricity and, well, removing them now would require removing much of my spinal cord as well. I don't think I need to tell a nurse what that would do to a person."

It'd been awhile since Lynnea had felt sympathy for a man. She couldn't imagine what something like this would do to a person. "I'm sorry," was all she could manage.

Dr. Octavius shrugged. "I cope. Tell me," he asked, a catch in his voice. "My Rosie… Will she overcome this? Will I ever be able to see her without frightening her?"

"I'll see what I can do," she promised, wondering how the hell she was going to handle this. It was one thing to repress a memory; how the hell could she make Mrs. Octavius ignore something like this? This was more of an atavistic, irrational terror, much harder to quell. It would make for an interesting challenge.

It would have been a good time to leave, before he could question her further, but if the guards hadn't reacted when Dr. Octavius had slammed the snake-things into the wall, then she doubted they'd hear her knocking. It looked like she'd be stuck with him for another ten minutes or so. "So, um, do you follow any sports?"

XXX

When O'Connell finally retrieved her, she was shaken, but calmer than she had been. The guards seemed disappointed with this; they were probably betting on what condition she'd be in when she finally came out. She just smiled and said, "I told you I could take care of myself." She didn't tell O'Connell that she'd felt safer with Dr. Octavius than with the shady businessman.

"What did you think of our good doctor?" O'Connell asked. He leaned against the wall, seeming in no hurry to get back to his office.

"He's unique, I must admit. I've never met a man who didn't enjoy college football." The baffled look O'Connell gave her made her grin. "Oh, yeah, and then there're the snake things."

"The actuators," O'Connell corrected automatically. "Though many refer to them as 'tentacles.' What did you tell him?"

"That I was a nurse for his wife and wanted to find the source of her fears. You could have told me about the… the actuators," she said accusingly.

"If I had told you that he had tentacles, what would you have said?" O'Connell challenged.

"Good point."

"Can you correct the problem with Mrs. Octavius?"

"Yes, though it may take me awhile."

"Can you have it done by tonight?" O'Connell demanded.

Lynnea considered. "Yes, I think so. I don't know how long it'll take, though. It might wipe me out – shit, I should go back to my room and feed my cat first, since I don't know when I'm going to be back; he'll never speak to me again if I fail to feed him on time."

"Your cat?" Once again, she'd caught O'Connell off guard.

"Demanding creature. Thinks he's the ruler of the universe."

O'Connell appeared to be considering something. "You know, we have rooms here. Perhaps you could stay here awhile. Dr. Octavius seemed to respond to you pretty well; he doesn't trust me, obviously. Having you around might make things easier on him."

_And just how do you know how he responded to me? Hidden cameras, I'll bet. _Now she felt even more sorry for Octavius. "No," Lynnea said immediately. She wanted out of this city, she didn't want to be here anymore! She wanted to get her money and _go. _

Worse, she had the feeling that if she hung around Dr. Octavius too long, she'd start to like him. She couldn't afford that in her line of business. If she started liking him, she might start feeling guilty about everything else she'd been involved in. The people who hired her weren't honest people, and she knew they did terrible things with the corpses she reanimated. If she started developing morals, then she was out of a job.

"Don't be so hasty," O'Connell wheedled. "I can offer you a further ten thousand if you will just spend the week here, playing the part of Rosie's nurse. You won't be confined here; you can still go to your hotel room whenever you get tired of us, but I'd like you to be on hand when you're needed."

_Ten thousand… _It was tempting, very tempting. Lynnea scowled, but in the end, she agreed. She just hoped she wouldn't regret it.

To Be Continued…


	5. Under the Moonlight

Disclaimer: Don't own 'em. Marvel does.

Author's Note: This fic was meant to only be five chapters at most… But then I find ways to integrate parts from other story ideas and the story keeps growing and growing… This fic could be a monster by the time I'm through. At least I can get to the exciting stuff now that this chapter's written. Woo hoo! Sorry that this story has dragged a bit; now things should get moving. I also apologize that this chapter goes back over the events of the previous chapter. Ah, well…

_**Moonlight Becomes You**_

_Five – Under the Moonlight_

_October 30_

The actuators woke him up at nine in the morning, as he'd asked them to, but it took him half an hour before he could actually convince himself to leave it. It had seemed like an eternity since he'd slept so comfortably, cacooned in thick, soft comforters atop a mattress that was firm, but not too firm. Soft laughter tickled the back of his mind as the actuators picked up on his delight.

He reluctantly rolled out of bed when he remembered that the man who held his leash was coming to see him around noon, and Otto wanted time to modify his clothing before then. He stretched, reveling in the fact that for once, he hadn't woken up stiff and sore. True, the actuators limited the positions he could sleep in, but this was the best rest he'd had since the accident.

After a stop in the bathroom to check and clean his wounded hand, he set to work, emptying the entire contents of his closet and dresser onto his bed. Shirts weren't his only problem, he'd found; he'd lost so much weight living on the streets that his pants were too loose on him. He had belts, but they weren't quite tight enough. He had to wedge the edge of his pants under the metal belly band to keep them up. And then it was on to his next fashion problem. He'd found a pair of scissors in one of the kitchen drawers, and was ready to attempt some crude tailoring. He eliminated the sweaters; their loose weave would begin to unravel once he made the cuts, and the fabric would get caught in the sharp edges of the spinal brace. It didn't leave him with a lot of options.

The actuators watched him with interest, and even offered their assistance. When he refused, they went back to weaving lazy arcs through the air around him. Otto suddenly wondered if they actually got _bored._ He'd never really thought about it while living on the streets, being too preoccupied with survival , but the learning program he'd installed in them picked things up at an astonishing rate, and their personalities were developing as a result. He was starting to notice differences in the actions of the individual actuators, more pronounced than before. And they were expressing emotions, like anger; it wouldn't surprise him to find out that they could get bored.

He finished with one shirt, a white button down, and pulled it on. He hadn't cut quite enough – the cloth was catching in the spaces between the first two segments of the upper actuators – but at least it was clothing that _fit, _at least until the cut ends started to fray.

Preoccupied with this, Otto missed the hesitant voice calling his name, until the actuators said, **_Someone is here. _**He wondered who; it was too early for O'Connell to be here, wasn't it? Otto put aside the shirt he'd just finished snipping, then hurried out into the main room.

It wasn't a businessman or an armed guard who had entered, but a young girl who had come _alone. _"Who are you?" Otto suddenly realized he still carried the scissors; he set them on the kitchen table and walked over to the young woman, keeping the couch between them to conceal the actuators. Conversations tended to go better when the other person wasn't afraid for their life.

It didn't quite work; the girl seemed intimidated anyway. "I'm here about your wife," she said smoothly, her voice betraying none of the nervousness he could tell she felt. "About her reaction last night."

"What about her?" Otto studied the black-clad girl, wondering who she was. She was young, early twenties, maybe, with sleek black hair colored with bright red streaks. She introduced herself as nurse, but to Otto, she looked like she shouldn't even have been out of college yet. And there was something… odd about her, something that made his hackles rise, even though she looked harmless. "I know I don't look like it," she said hurriedly, "but, let's face it, this isn't a _legal _situation we're involved in, here, and there aren't many nurses willing to work in conditions like this. Your wife Rosie spent the whole night screaming. She may have lost her memory, but something about you struck a chord with her, triggering a memory or something. Can you think of anything that might have frightened her? A repeat of this incident won't be good for her."

Otto raised an eyebrow, then glanced backwards at the coiled actuators. "I think I might have a good idea."

The girl hesitated, and Otto got the feeling she was about to get to the heart of the matter. "Have you ever hurt her or threatened her in any way, Dr. Octavius?" It took only a second for the words to sink in.

_Hurt her? I would never… ever… hurt my Rosie! _Everything went red as rage overwhelmed rational thought. And then he unleashed the actuators.

XXX

After she left, Otto shut his eyes and wondered what had just happened. He'd lost control. _Again._ He'd let the actuators run away with him, let them threaten an innocent girl. He thought he'd had better control over them by now! The actuators hissed, and he amended the thought. He'd thought their partnership was better-developed than that.

_**She works for that man. She can't be trusted.**_

True. There was something about Lynnea, a vague feeling of… of… well, he didn't know what, but something about her had made his hackles rise – and it wasn't just because she was employed by O'Connell. She'd seemed friendly enough, once she'd accepted the fact that he had giant mechanical tentacles welded to his spine. But something about her made him uneasy. That didn't justify almost killing her, even if her question had made him furious. All she had asked was something that had been haunting him since the accident. _I _did_ hurt Rosie. It's my fault she's in this condition. _

Otto took a deep breath. Brooding over it wouldn't help matters; no, he had to be O'Connell's obedient lap dog and earn to the right to see his wife, and slowly try to bring her around. And then… escape.

Speaking of O'Connell, it was less than an hour until noon, according to the actuators' internal chronometer. He had just enough time to have a quick lunch before his 'employer' arrived. Otto went back to put away his altered clothing.

He was still eating his large lunch when he heard the door open. The actuator heads swiveled towards O'Connell, who was again flanked by a handful of heavily-armed guards. Otto didn't bother to look up, preferring instead to finish his meal. O'Connell cleared his throat irritably, and Otto finally met the other man's gaze. "Good afternoon," Otto said pleasantly.

One of the guards had a large plastic garment bag slung over his shoulder; he tossed it over the back of the couch with a disgusted expression, then backed away. "Your coat," O'Connell said blandly. "The tailor wasn't certain he could salvage it, but he's a miracle worker. You should take me up on my offer to let him make a few things for you. He likes a challenge." Clearly, he wasn't impressed by Otto's crude attempts to alter his clothing.

"I'll think about it," Otto said mildly. He wouldn't let O'Connell's condescending attitude get to him.

"Are you almost finished with that?" O'Connell said impatiently. "It's time for you to go to work."

Otto languidly took another bite of his macaroni, refusing to let O'Connell rush him. But his ears perked up at the director's words; he'd been under the impression that there was no big hurry. Why did O'Connell suddenly need him now? He finished his lunch and put the bowl in the sink, noting with amusement that the whole time, the guards kept their guns trained on him as if that were some threatening act. "All right. I'm ready."

From the dark look on O'Connell's face, Otto realized it wouldn't be wise to make him wait like this again.

XXX

"Hey, Tiger, guess who?" the voice purred into Peter Parker's ear. Warm hands slipped over his eyes, a feather-soft touch that sent shivers down his spine.

"Mr. Ditkovitch?" he guessed.

One hand pulled away to smack him lightly on the shoulder. "Is that who you've been spending all your time with?" Mary Jane Watson teased. "Maybe I should go; I can't compete with that."

Peter marked the page he was reading, then looked up. "I have to pay the rent somehow," he said. "Hey, MJ. What are you doing here?"

"I took a chance that you'd be here. I wanted to see you; you're always so busy during the week when you have to juggle classes and being a hero and I have my play…" She took a seat on his bed, then flung herself backwards on it to stare up at the ceiling. "It's a beautiful Saturday afternoon. I was hoping that, if you weren't too busy, we could go out to lunch or something. My treat," she added quickly.

Peter winced; it didn't feel right to have his girlfriend treat him to meals, but the sad truth was that she made more money than he did. "I'm just doing my homework," he said. "It'll get interrupted anyway, so it might as well be by something fun." He set the book on top of the large stack on his desk and stood up, stretching.

MJ sat up, her hair mussed up. Peter grinned, brushing one errant red strand out of her face. "Just let me change into something more appropriate," he said, and MJ nodded. He went into the apartment building's very public bathroom, changing quickly – the lock didn't always work and the landlord never knocked.

When he came back, she was seated at his desk, thumbing through the papers scattered haphazardly across the cracked wooden top. She picked up a copy of the _Daily Bugle _he'd left on the desk, her brow wrinkling as she read the usual diatribe against Spider-Man smeared across the front page. "Do you actually read this?" she asked.

"Not really; I usually get the pleasure of having it ranted at me by Jameson himself. I kept that one for one of the articles inside." Peter took the paper from her and flipped it to the third page, to the article about Quest Aerospace's contract with the US Army. "I was just trying to find out who that woman was."

MJ glanced up at him, curious. "Why? Is she important?"

"It's just…" How could he explain this without sounding strange? "She looks like someone I met once, someone I couldn't save, who I watched die. It's probably just guilt; sometimes I think I see Uncle Ben, too."

Mary Jane put her hand on his shoulder, squeezing it comfortingly. "I'm sure you did your best to save her," she said softly. _You can't save them all, _she didn't add, but Peter guessed that was what she was thinking. He'd thought it so often, himself… That didn't make it any better. She quickly changed the subject, to one no less delicate. "I got an invitation to Harry's Halloween party tomorrow. Are… are you going?"

Peter didn't know where he stood with Harry. His friend hadn't spoken to him since he'd found out he was Spider-Man, but he hadn't attempted to kill him again, either. "I wasn't invited, but Jameson wants me to go snap some photos for the society page, since it's also a charity event." He wished he could weasel his way out of it, but after being nailed by a polo ball, the society photographer had taken an extended vacation and hadn't returned yet. And Jameson knew Peter was so desperate to cash he'd do almost anything. "I might stop by for half an hour or so and take a few pictures, but Halloween is one of my busiest nights. You wouldn't believe the crazies that come out on All Hallow's Eve." His voice took on a low, spooky tone.

"Oh?" Mary Jane arched one elegant eyebrow.

Peter nodded. "Like that drunken werewolf I caught marking territory – both buildings _and _people, and the trio of ghosts that were vandalizing the graveyard, and then there was incident with the vampire, the mummy, the Frankenstein's monster, and the bar that was like some sort of bad joke… People seem to think that just because it's Halloween, they can throw on masks and act like lunatics without any consequences."

"And now that there are Spider-Man costumes available, I'm sure you'll have even more fun this year."

"There are _what?!_" Peter yelped. "Who's selling those? Oh, Lord, Jameson's going to have a field day with this… How much you want to bet that _someone _is going to rob a store or something dressed as me?" He groaned.

MJ laughed. "Could be worse. The fact that a red-haired woman was kidnapped by both the Green Goblin and Doc Ock hasn't been lost on the costume makers. At least you don't have a 'red-headed bimbo/damsel in distress' costume modeled after you."

"You're kidding!" Peter said, aghast.

"Nope." Unlike Peter, she seemed to be amused by the whole thing. "Y'know, if you aren't too busy tomorrow, we could go out as Spider-Man and red-headed damsel. With you as the damsel, of course; I'd like to see what it's like to wear the webs."

Finally, Peter grinned at the image of MJ in his costume and himself in a red wig and dress. "There's that smile," MJ said, setting aside the paper she still held and rising. Peter followed the motion, glimpsing the photo he'd taken and finding himself again wondering who the mysterious woman was. But he put the thought aside; it wasn't important right now. Mary Jane was right; he needed to get out and have fun and _smile _while he could. Because he knew that the shit would hit the fan again soon. It always did.

XXX

Otto spent the next several hours in what was questionably called a 'lab.' Located on the thirty-sixth floor, it was a concrete-and-steel reinforced area that must have served as one of the equipment testing rooms. It had been cleared of all equipment, save a computer set up on a metal table with a stool shoved under it. The primitive conditions made Otto long for his homey laboratory, but that was long lost to him.

There was nothing primitive about the computer, however. O'Connell had booted it, showing Otto all the systems it had installed. "Can you work with this?" O'Connell had asked.

Otto had smiled faintly; he'd developed artificial intelligence, computers were nothing in comparison. "You realize you're asking me to start from scratch, right? I don't suppose you got any of my files when you... _retrieved _my clothing for me?"

Something peculiar had flashed across O'Connell's face then, quickly vanishing. Otto had tried not to react, but he filed it away for future thought. Could it have something to do with O'Connell's sudden need to have him work now? "OsCorp confiscated everything left in your laboratory," the director had said stiffly.

_Hmm… _"What do you want me to start with? The AI? The neural link?"

"Both. Quest Aerospace had a contract with the US military, and I want to show them something by tonight." O'Connell's voice had had a dangerous edge to it, and now Otto _knew _there was a problem. "Just the basics. Enough to show General Heilman that Quest has what he wants. You don't want to disappoint him." On that ominous note, O'Connell had left Otto to his work.

Talk about working under pressure. So Otto worked at the computer, staring at the screen until his eyes watered behind his sunglasses. Three of the actuators had powered down to conserve energy, the fourth was watching the locked door. Otto had typed out his theories, how the neural interface worked, how the inhibitor chip had worked – and how a strong power surge could burn it out – and had begun recording his AI program before he had to stop to rub his eyes. Staring at a computer screen for a long time had been painful before; now that his eyes were damaged, even the sunglasses couldn't make it less of a strain. And typing was slow going with his right hand bandaged – though he could bend his fingers, they felt stiff and clumsy. But at least they didn't bleed through the gauze.

Otto took of his sunglasses and rubbed his eyes. Hopefully, he had enough to satisfy O'Connell; he'd had to remember things he hadn't thought about since he'd built the actuators. They had been developed to help him with his pet project; he hadn't obsessed over every calculation as he had for his fusion device. Ironic, really, since the fusion device hadn't worked, while the actuators went well beyond his expectations. Otto reached for the scratch pad of paper he'd been using for calculations, checking them over for what must have been the hundredth time. The last time he'd been confident of his numbers, his life had been shot to hell.

The numbers looked okay, even when he had the active actuator double-check his math – as it had done the last times he'd checked his math over. With nothing else to busy himself with, he forced himself to go back to the computer. He hadn't realized the numbers and letters had started to blur together until the actuator, which was now peering over his shoulder, corrected a major mistake that would have left the AI acting like a lobotomy patient.

**_They come! _** The active actuator swiveled to face the door, the other three quickly coming to life and following suit. The door opened and several guards entered, with O'Connell safely in their middle. "Is this what you want?" Otto asked dully. He wondered what time it was; he was starving, he was tired, and his eyes hurt. **_It is 9:16_**, the actuators said. Otto blinked; how could it be that late? And why was O'Connell still here? Did he _live _here or something?

O'Connell grinned. "This is exactly what I wanted," he said, pleased. He pulled a blank CD from the stack on the table and saved all the data. After ejecting the CD, he turned to Otto. "Would you like to see your wife tonight?" he asked.

Suddenly, all weariness vanished. He could see his wife again! But what would she do? What if she screamed again? Otto didn't think he could stand it. "I don't… is that wise? What if I frighten her again?"

"You won't." O'Connell seemed very certain of this. Had something happened to Rosie since the previous night? Had she remembered something? He was suddenly hopeful. If he could just see her again, just touch her, hold her… It would make working for O'Connell bearable.

"Yes," Otto breathed, sounding more eager than he had meant to. O'Connell's eyes gleamed at this show of just how effective his hold over Otto was.

O'Connell gave Otto a half an hour to eat and freshen up in his room. The butterflies in his stomach made eating impossible; he hadn't been this nervous to see Rosie since… since he'd proposed to her, he realized with shock. And he couldn't remember the last time he was spent so much time deciding what to wear. He wanted to dress nicely, but it occurred to him that, despite O'Connell's assurances, seeing the actuators might alarm Rosie. The only thing he had that could hide them was his coat, but what if she saw him in the coat and it reminded her of the previous night and frightened her?

In the end, he decided to wear the coat. He pulled it out of the plastic, and was quite impressed with the job the cleaner and tailor had done. The back of the coat had been carefully re-stitched and hemmed around the four holes, so that it no longer looked quite so fragile. Every small tear, snag, loose thread, and frayed edge had been taken care of. No one would ever mistake the coat for being new, but at least it didn't look like it would fall apart in a strong breeze. And it smelled nice, though he wouldn't have chosen lavender as the scent to cover the odor life on the streets had imbedded in the fabric.

O'Connell came for him just as Otto was pulling on his coat. The director didn't say anything; just gestured impatiently for Otto to follow. Otto suddenly found himself wondering why O'Connell was the one who came for him, when he surely had better things to do. Otto decided he'd think about it later. Now, his body was shaking and his heart was in his throat as he followed the other man and the ever-present escort of guards the short distance down the hall to the room by the elevator.

Unlike his own room, this door wasn't locked. O'Connell murmured something to one of the guards, then turned to Otto. "I'll come back for you in an hour. Remember, don't expect too much from her. And don't try anything. My guards won't hesitate to kill the woman if you try to escape."

"And here I was starting to think you were a nice guy," Otto muttered. O'Connell gave him a vicious grin before turning to the elevator, leaving Otto alone with the guards. Having the actuators under his coat seemed to make the guards less tense, but he had no doubt that they would shoot if he provoked them.

He entered the small suite, which was similar to his in layout but seemed less lived-in. And, unlike his suite, this one had windows and a sliding door. Otto was surprised; he hadn't known the building had roof access. Another thing to keep in mind.

The guards led him through the room to the door, and outside into the moonlight. It was one of those rare October nights that was warm enough to go out without a jacket, and a full moon hung heavy in the sky. It was a beautiful night, and if the weather held, tomorrow would be one of those few nights where children could trick-or-treat without layers of clothing ruining the effect of their costumes.

The first thing he saw was Lynnea, seated at a small patio table with an older woman, probably another nurse. Lynnea looked exhausted; in the moonlight she looked paler than normal, and there were dark circles under her eyes. In her lap sat the biggest black cat Otto had ever seen, purring contentedly as it burrowed into her. Lynnea looked up and gave him a weak smile; the other woman flashed him a fearful expression and looked ready to bolt.

And then he saw her. She was at the railing of the small outdoor deck, staring out over the city. The guards took up positions a short distance away from her, making it clear that they could get off a shot before he could so much as think of escape. Otto hesitantly took a step towards her, then stopped. What if she ran again? What if, in her panic, she hurt herself, or went over the edge of the railing? His heart was in his throat as he forced himself forward, until he was standing at the railing beside her. She sensed his presence and looked up, and Otto tensed, waiting for her reaction. But she didn't scream, didn't run… she didn't do anything except stare at him with curiously blank eyes that reflected the moonlight like mirrors. There was no spark of recognition; it was as if last night hadn't happened at all. Otto swallowed; he didn't know if he should be relieved or disappointed. Was her memory so fragile that she couldn't even recall their meeting the previous night?

"Rosie," he whispered. A slow blink was her only response. Otto took in her beautiful face, pale and silver under the light of the full moon. His heart ached to see her after living so long without her… "Moonlight becomes you," he murmured, reaching out a trembling hand to brush a strand of hair from her luminous eyes.

She didn't react to his touch, and again Otto didn't know if he should be encouraged or disappointed. Otto's hand went to his side, and he turned to admire the view. If she wasn't going to welcome his touch, then he wasn't going to touch her. He didn't want to risk alarming her again. He looked out over the city as he considered how to deal with his wife's unresponsiveness.

And it gave him the chance to memorize the building's layout. It seemed that the upper two floors were tiered, with each of the two floors set about ten feet back from the perimeter of the floor below. The lower tier was tiled, with decorative spires at each corner. The upper tier, of which this deck was part of, was fenced in, and it looked as if each of the suites had a small deck, including his own. It was something to remember when he made his escape. But first he had his wife's welfare to worry about first. "Rosie, don't you remember me at all? It's me, Otto!" He tried to keep the desperation out of his voice. O'Connell had told him not to expect too much, but still… _At least she's not bolting, _he reminded himself. But this… this _emptiness _was worrying, too. Had O'Connell had her drugged to keep her passive?

Otto turned his back on the view and leaned heavily against the rail, shoulders slumped. Rosie had turned her gaze back out onto the city, totally ignoring him as she ignored the guards. He might as well have not been there at all. "Rosie," he sighed, but now she didn't react at all.

_Take this slowly, _he told himself. _Let her get used to my presence. Maybe just seeing me will help her remember. _But he didn't want to be patient. He wanted to take his wife in his arms and never let her go.

At the other end of the deck, Lynnea looked up at him, then quickly averted her eyes. Was the expression on her face sympathy? Or had that actually been _guilt _he'd seen?

And what did she feel guilty about?

To Be Continued…

Sorry for throwing in the Peter/MJ bit; it's a bit pointless right now, but I need to start working Peter in here… Oh, and a random note: I saw close-up photos of Ock's coat, and it was a mess just after the short time he was wearing it in the movie! It looked as if only a miracle kept the coat together. Kudos to the costume department for keeping it from falling to part.


	6. All Hallow's Eve

Disclaimer: Characters are property of Marvel. Lucky me, I own Lynnea and O'Connell, and that's it. Characters you all, apparently, want to kill, LOL. And after this chapter, no one is going to like O'Connell.

Author's Note: I have made the unfortunate discovery that I am ambitious and evil. Ambitious because I just realized that I've been unintentionally inserting things that could lead to a sequel to this if I ever finish this; evil because, well, I like to torture my favorite characters… Poor Otto, I bet he rues the day I went to see Spider-Man 2.

Also, I didn't mean to have this updated so quickly, but once I started this chapter, I couldn't stop. That's really amazing when you realize just how _long _this chapter is.

_**Moonlight Becomes You**_

_Six – All Hallow's Eve_

_October 31 - Halloween_

Otto wouldn't have thought it was possible to look even more haggard than he had when he arrived, but looking in the mirror now, the circles around his eyes had deepened, and his face was pale as death. He'd spent a sleepless night, thinking about Rosie's blank face, her complete lack of response. Once she accepted his presence, she'd acted as if he wasn't there at all. Otto was beginning to despair that their relationship would never be what it had been.

_She has amnesia, and she's only seen you twice since you've been here, _he chided himself. _Given enough time, she'll come around. She'll come around. _Or so he told himself, over and over again. The actuators had been no help in the matter; they were more confused by Rosie's reactions than Otto was, and they had kept out of Otto's tumultuous thoughts. This had the effect of making him lonelier than he had been since his high school years. In fact, when he thought about later, he realized the actuators had barely spoken to him at all since he'd arrived here, unless he questioned them directly.

Listlessly, he fixed something to eat, and went through the motions of eating without really tasting anything. He ended up putting most of it in the fridge as leftovers, having learned on the streets that he should never throw away food since he wouldn't know when he would next eat again. He was sitting on the couch, absently paging through a scientific journal without absorbing anything he was seeing, when O'Connell arrived at noon.

O'Connell took note of his appearance, but didn't comment on it. Instead he just said, "It's time to go back to work." Otto followed silently in O'Connell's wake as the man led him down to the lab where he'd been isolated the previous day. O'Connell was saying something about showing some general or other an edited version of Otto's work, and talking about how excited the man had been. Otto just nodded dully, and obediently entered the lab without being told and took a seat. O'Connell didn't lock him in right away, however; with a boldness he hadn't shown before, O'Connell leaned on the steel table, his face inches away from Otto's. The actuators twisted into a threatening formation, but Otto held them at bay.

"Snap out of it," O'Connell said coldly. "Now. I told you that your wife was suffering from some sort of mental trauma; you're a fool to think that spending an hour with her will return everything to normal." Otto bristled, and the actuators responded by coiling into striking positions. The guards at the door tensed their fingers on their triggers, but held their fire.

"You don't understand-" Otto began.

O'Connell struck him. The blow was completely unexpected and sent Otto reeling; only the actuators' quick thinking kept him from falling off the stool. They shrieked in rage, and Otto was close to giving in to their desire to tear this man to pieces, even if they wouldn't survive what came afterward.

"That's better," O'Connell smiled, as Otto glared at him, face contorted with rage. "Sulking isn't going to help your wife. In fact, it could be quite hazardous to her health. I need you thinking clearly, especially for tonight."

Otto fought down his rage, and the actuators swiveled to face him, as if they couldn't believe he was allowing this. "What's tonight?" he asked, voice trembling with the effort to sound reasonable.

"Halloween," was all O'Connell said.

XXX

The actuators were sulking, there was no other word for it. They had been since Otto had kept them from killing O'Connell outright, and now they wouldn't even talk to Otto, no matter what he did. The upper right had shown some concern for the trickle of blood running from his nose, but since the wound was far from fatal, it had joined its siblings in their silent treatment.

Alone with his thoughts, Otto turned over what had happened with O'Connell in his mind while he absently finished a problem he'd been working on the previous day. He hated to admit it, but the man was right; he was foolish for expecting miracles. Rosie's healing would take time, and there was no good letting his work suffer for it. O'Connell had made the consequences of that all too clear. _But what, _he wondered, _was O'Connell talking about? What's going on tonight? _Otto had the sinking feeling that when he found out, he wouldn't like it.

And when O'Connell arrived for him at six o'clock, Otto knew he was right. There was something about the expression on the man's face that raised his hackles. Even the actuators sensed it and hovered around their host anxiously. "I have a task for you," O'Connell said.

_Here it comes… _Otto had been waiting for this moment since he'd arrived; he'd doubted O'Connell wanted a super-villain solely for his scientific acumen. Sooner or later, he knew O'Connell would have him actually _do _something. And he doubted that something would be legal. "As you know, OsCorp confiscated everything you had on your experiments after your accident." No, he hadn't known, but he wasn't surprised. "Harry Osborn hadn't shown any interest in taking advantage of what you left him, however, giving Quest the chance to develop similar technologies. Unfortunately, we recently learned that Harry is fishing for investors interested in your experiments. When word gets out that he owns your original plans, he'll have a legal claim to your creations. And then Quest will lose its current contract with the military, as well as millions of dollars."

"What do you expect me to do about it?" Otto asked, though he had his suspicions.

"Harry Osborn is having a Halloween party tonight. He, as well most of OsCorp's executives, will be too busy partying to oversee anything, so the general staff has been given the night off, too. You know the main office building's layout, correct?"

"I've been in there a few times, yes. But Norman Osborn and I didn't get along well, so I mostly stayed out of the way." Yep. This was going exactly as Otto had expected.

"I have a spy in OsCorp. He says that there's a hard copy file on you and your work in their filing cabinets, and a digital version stored in restricted files of their computer. I need you to find both." He handed Otto a CD in a blue case, with a slip of paper with a code and what looked like a serial number written on it slipped inside. "After finding the hard copy, which should be filed under this number," O'Connell tapped the serial number, "download the digital files onto this. My spy has given me the password to OsCorp's system, with the highest level of security clearance." He gestured to the paper. "You shouldn't have any problems. Just avoid the guards, and you'll be fine. And should there be trouble…" he shrugged. "I trust you know to be discreet. Quest can _not_, under any circumstances, be connected with this."

"Why use me? I'm not exactly subtle," Otto said dryly. "Anything that sounds like an escapee from _Jurassic Park _isn't ideal for this kind of work. Why not have your spy in OsCorp do it? If he can get into restricted computer files, then downloading the plans to disk shouldn't be difficult for him."

"Ah, but you're not just copying your work; I want the plans gone completely from the OsCorp files so they can't be used before Quest patents your theories. If my spy is logged in at the time of the disappearance of the plans, then he'll be out of a job and face possible jail time. Worse, they'll be able to trace him back to us, and I can't have Quest Aerospace involved in a scandal. No, it's better that Doctor Octopus be the culprit in what must surely be an act of revenge against Harry Osborn."

_An act of revenge? _Otto had a sudden uneasy feeling. Retrieving plans that rightfully belonged to him could be seen as vengeance, he supposed, but there was a gleam in O'Connell's eyes that made Otto suspect the director had something nastier planned. "Let me guess; there are a few things there you feel need my 'delicate' touch," Otto said, with a glance towards the actuators.

"I wouldn't be against you smashing a thing or two while you're there," O'Connell smirked. "But _this _is the priority." He handed Otto another CD, this one in a clear red case. "After you download the plans, I want you to upload this. It will eliminate all records of your experiments."

"Why do I get the impression it's not quite so discriminating?" Otto asked, his throat suddenly dry. If the disk was what he thought it was…

"Oh, it will eliminate all your records. Then the virus will spread and wipe out everything else in the OsCorp mainframe."

Otto could only stare. He'd heard of industrial sabotage, but this… this was the total destruction of a rival! OsCorp might be able to recover, but it would take _years, _and the company was already in serious financial trouble. And they expected Otto to take the fall for it. This was as bad as anything he'd ever done under the actuator's guidance; there wouldn't be any deaths, but people would be out of jobs, reputations would be destroyed, and as for Otto himself… He may be able to excuse his previous actions as Doc Ock as something he couldn't help, but this… Harry Osborn may have been a spineless whelp, but he didn't deserve this! Otto would never forgive himself for bringing about the youth's downfall.

But, if O'Connell murdered Rosie for his failure, then how could Otto forgive himself?

XXX

Peter was surprised when Bernard let him in to Harry's home without having to flash his press pass. The old butler greeted him warmly, as if he were still a friend of the family. If only Harry would welcome him… But how could they ever be friends as long as Harry believed he had murdered Norman Osborn? Once again, Peter found himself regretting his promise not to tell Harry the truth about the Green Goblin. Would that ease their relationship, or make things worse?

No, he wouldn't dwell on that tonight. He'd just had a rough two hours doing everything from stopping opportunistic costumed criminals, to preventing high schoolers from stealing candy from little kids. This holiday always brought out the worst in people, and he was looking forward to spending a half-an-hour with Mary Jane before he went out again.

Assuming he could find her. Harry must have invited every businessperson in New York, and each of them had dragged along their family. The massive main entrance room – including the two matched staircases leading to the penthouse's upper level - was filled with people in elaborate costumes, the best money could buy. Every fang, every ancient mummy wrapping, every pelt of fur or old-fashioned costume looked real, putting to shame all the costumes Peter had ever seen in stores. He suddenly felt underdressed in his shabby suit, and almost ripped it off to reveal his Spider-Man outfit so he'd at least look like he fit in.

But there were already two Spider-Men that he could see, not a well thought out choice to wear around Harry. There was even a Doctor Octopus, with tentacles made of what looked like foam, to judge from the way they bounced while the man danced to his own tune. The sight saddened him; Dr. Octavius had been a great man. He shouldn't be remembered like this…

"Nice costume," a voice suddenly purred in his ear. "Let me guess, Clark Kent, right?"

Peter turned to face Mary Jane, who must have been watching the door to find him so quickly. She wasn't, thankfully, wearing webs as she'd threatened the previous day. She was dressed in what he recognized as her outfit from _The Importance of Being Earnest, _though her hair was up rather than hanging in long curls, as it had in the play. "What did you do, steal props?"

"'Borrowed,'" she corrected. "I couldn't afford anything that would fit in here, so I borrowed my outfit." She suddenly smiled mischievously. "I figured you wouldn't bring a costume, so I brought something for you." She pulled him to one of the hallways coming off the main room, ducking into an empty room, what looked like a spare bedroom, though in the dim light it was hard to tell. She had an oversize purse, and she fished in it for a moment before pulling out… a wig? Not just any wig; it was a shade of red that matched MJ's, but the strands were longer, and hung in tight curls. "This is from _Earnest_, too, for those nights where there's no time to do my hair."

Peter blinked, trying to figure out what she intended to do with it. _She can't possibly mean to… _MJ lifted the wig and placed it on his head, pinning it in place and then arranging the strands to frame his face. Peter just gaped as she then removed two rolled up socks from her bag. "Are you wearing your outfit under their?" she asked. Peter just nodded dumbly as she continued. "Good; the spandex will hold these in place." And before he could protest, she'd untucked his shirt, then parted the red-and-blue spandex at the waist and tucked the two socks just beneath the spider emblem. "There. Now you're my twin sister." She pulled him to a large mirror that decorated one wall, then burst out laughing at the expression on his face. "Did you think I was joking about the red-headed bimbo thing?" she asked. "Cheer up, Tiger, you're gorgeous!"

Peter touched his new 'breasts,' evening them out. No sense in him walking around with one higher than the other, after all. "Um, thanks?" he said uncertainly. He wondered if he should be worried that he could actually pass for a female.

"I'm so glad you came," she said softly. "It's been… uncomfortable. Harry tries to be nice to me, but too much has happened. We've been avoiding each other all night."

"I'm sorry you're stuck in the middle," Peter said sadly. "I never wanted anything like this to happen to you."

She put her finger to his lips. "This was my choice too, remember? I want to be with you." She leaned in, threw her arms around him, drew his face towards hers and kissed him. When they parted, she said, "I can deal with this. I'd just hoped that he invited me because he wanted to mend things between us, but he barely did more than say 'hi' to me and tell me to help myself to the refreshments." She sighed.

The door suddenly opened, and a man dressed as a vampire walked in, then stopped dead at the sight. Peter flushed when he realized that, in the dim light, he looked female, and MJ still had her arms around him. Peter was about to say that this wasn't what it looked like, but then MJ turned to the intruder, planted her hands on her hips, and said firmly, "Can't you see we're busy? Get outta here!"

The man fled, and MJ laughed. "Maybe we should get out of here, too, before he brings back some friends to watch."

"You're crazy, you know that?" Peter said. "You really are."

"C'mon; I've been waiting for someone to dance with," she said, dragging him in the direction of the main room.

"Because there's nothing more romantic than dancing to 'Monster Mash' or 'Thriller,'" Peter said. But he didn't resist her pull. It would give him an opportunity to snap those pictures for Jameson, and he could have fun with Mary Jane at the same time.

He just wished he didn't have to go out there dressed like a woman.

They'd been dancing for only five minutes when Harry came down the left-side staircase. Peter stopped dead at the sight of his friend, wondering if Harry had seen him. And if he had, how would he respond? Harry had proven to have no restraint at public functions when he'd slapped Peter at the planetarium; would he throw Peter out in front of all these people? Would he say _why? _MJ followed his gaze, her lips pursed. "It'll be okay," she whispered after a moment. "He doesn't look drunk."

She was right; for the first time in months, Harry looked completely sober. In fact, there was a confidence there that Peter hadn't seen since he'd thought he was funding a potential Nobel Prize winner. Peter hoped it meant something good was happening to his friend; if OsCorp could just come up with something to recoup their losses, then maybe Harry would pull out of his funk.

Harry hadn't seen them yet. He was making his way through the crowd, greeting friends and their family members. Peter snapped a few pictures of this, before turning his back on his friend. He didn't think he was up to speaking to Harry tonight… _Don't let him see me…_

"Hello, Mary Jane," a familiar voice said from behind, and Peter stiffened. Mary Jane smiled politely as Harry entered Peter's field of vision. "Are you enjoying yourself?"

"Very much," she said smoothly. "Have you raised a lot of money tonight?"

Harry was dressed in a set of gleaming purple wizard's robes and a pointed hat that seemed to want to droop backwards. The costume was as fake as the smile on his face. "Quite a bit," he said, with a touch of arrogance. "My father would never have done this, but I believe in giving back to the city," he said. It was a line Peter suspected Harry had come up with to make himself look good to the press. "And who's your friend?" Harry said, turning towards Peter. He stared for a moment, as if not quite believing his eyes. "Peter?" For just a moment, there was a touch of humor on his face, as the old Harry, the one who had been his friend since high school, shone through. Then a cold mask settled over it, and Peter's heart sank. _So much for making amends… _"What are you doing here?" he asked tonelessly. "Shouldn't you be out… you know."

"It was Mr. Jameson's idea; he wanted some pictures," Peter said softly. He decided to be very careful talking to Harry; he didn't want to do anything to provoke his friend.

"Was that outfit his idea, too?" Harry asked. He eyes Peter's chest, and again there was amusement in his eyes.

"Mary Jane's," Peter mumbled.

"I'm surprised you didn't just come as the bug," Harry said, and now his tone was dangerous. "Coming disguised as a 'friend' just isn't a very good costume."

Peter didn't know what to say to that.

"Mr. Osborn!" a voice called. Harry turned, waving at the speaker. Then he turned back to Peter. "I'm going to go speak to the mayor now. Enjoy the party, Peter." With that, he turned on his heel and threaded through the crowd.

"I think I should go," Peter said.

"Not yet; please?" MJ pleaded. "I don't really want to be here alone. Just a few more minutes?"

It was against his better judgment, but it was hard to resist. Besides, he could see it in her eyes: she'd been as unnerved by Harry as he had, and didn't want to be left alone among all these strangers with him.

XXX

Rather than let Otto run loose through the city, O'Connell had his men drive Otto to an abandoned warehouse close to OsCorp's main building. The back of the van – the only space big enough to comfortably hold Otto and the actuators – didn't have much in the way of shocks, and Otto felt every bump, jerk, and jolt of the vehicle. He hadn't known until then that he got car sick…

There were three guards, one driving, one in the passenger seat, and one seated in the back with Otto, seemingly unperturbed by the jolting of the van. The man, who'd introduced himself only as Warren, was the first guard he'd seen who was more physically imposing than he was. Warren stood about 6'4", and was all muscle. His gun also seemed to be surgically attached to his hand; he never once shifted his grip on it, even when the van had slewed wildly to avoid a flock of trick-or-treaters.

He needn't have been so tense. As long as O'Connell had Rosie, Otto was going to do his bidding, even if it left him feeling nauseous. He spent the ride trying to convince himself that, even if Harry was stupid at times, that didn't mean everyone at OsCorp was. They must have the records backed up somewhere. And surely those scientists who worked independently – as Otto had – kept their own set of notes! This would hurt OsCorp, but they'd recover. Eventually.

That didn't stop him from feeling sickened by what he was about to do.

They let him out with a warning not to let himself be seen coming back to the van. While its plates couldn't be traced back to Quest, it was better to be safe than sorry. Otto just smiled wanly and set off, leaving his guards to wait for him.

He'd only been in O'Connell's possession for two days, but Otto was relishing this bit of freedom as if he'd been confined for months. No guards, no O'Connell, and the actuators, galvanized by the thought of action, were responding beautifully. They quickly ate up the distance between the van and the fence surrounding OsCorp's perimeter, clambering over it and neatly avoiding the barbed wire at the top with ease.

With their heat vision, the actuators were able to track the movements of the guards patrolling the area. The main OsCorp building was a tall edifice, surrounded by smaller laboratories. The layout made Otto think of a mushroom surrounded by the young produced by its spores; it had that same, ring-shaped pattern, and it expanded outward whenever OsCorp had an influx of money.

These small buildings made breaking-and-entering both easier and harder; he had more places to duck around, more shadows to hide in. But it was harder to track the guards with the buildings in the way; some of them contained mysterious heat sources that obscured the heat of any humans around it.

He made it to the main complex unchallenged and began the climb up the building's exterior. The loud _thwam _each actuator head made as it hit the building made Otto wince, but it didn't seem to be attracting attention.

When he reached the upper level, he had the actuators scan for heat signatures. There was a guard patrolling one hallway, and Otto waited for him to move away out of earshot. Once he was gone, the actuators shattered the closest window. This high up, there were no alarms on the windows; after all, what kind of burglar could climb up a building and enter this high up?

He slipped inside, waiting to see if the noise would bring the guard running. When it seemed that all was clear, Otto slipped down the hall as silently as he could.

His first stop was the records room. There were more filing cabinets in this room than Otto had ever seen in his life, and he was glad the anonymous OsCorp spy had told him where to look.

That was when he encountered his first problem: His file was missing. Had it just been misplaced? _No; O'Connell said Harry was looking for buyers. He's probably keeping the papers handy to show off. And, if they're going to save OsCorp, Harry probably wants to store them where he can keep an eye on them at all times.. _He groaned inwardly. _And if I wanted to keep them around, I'd put them in a personal safe. At home. Harry's paranoid enough to do it, too._

He'd worry about that later. Otto shut the filing cabinet, then headed to one of the executive offices. It had a computer terminal on the desk, and Otto quickly booted it. It took him only a few moments to type in the password and locate his data. Downloading it took longer, and the actuators began to oscillate impatiently. Then, they abruptly tensed. **_Father, the guard is coming! _**

Otto glanced at the screen: Only 75 done, and he still had to upload the virus. "C'monc'monc'mon," he muttered. 80.

The guard was getting closer; the actuators overlayed their visuals over his, giving him a 380-degree view of the heat signatures of everything around him. 90 done. Otto was tempted to just take what he had and run; after all, what did these files have that he didn't know?

100. Otto managed not to breathe a sigh of relief as he pulled out the first disk and then inserted the virus. It loaded considerably quicker, latching on to the still-open files and devouring them before its appetite for destruction drove it onward to attack the other files. **_He is by the broken window! _**A split second after their words, Otto heard a shout of alarm. He didn't know how many other guards were within hearing distance, but he knew he didn't have long before they started searching for the intruder and found him.

The virus loaded, and Otto grabbed the disk, remembering O'Connell's warning that nothing should connect him with Quest. He didn't dare leave anything behind. He slipped the disk into his pocket and searched for the nearest exit.

This wasn't one of those executive offices that boasted a great view; in fact, it was just his luck that there were no windows at all. He'd have to leave the office… The guard had been joined by at least two others, and they were searching all the offices. It would only be a matter of minutes before they found him… Otto flung the door open and sprinted down the hall, ignoring the pain the rapid movement sent up his spine. The actuators were of little use in the tight hallway except to shield him from the spray of bullets sent his way when the guards saw him.

There was another office ahead of him, a corner office. Otto took a chance that this one at least had a window and forced his way inside. He was rewarded by a spill of moonlight pouring through the unshuttered windows, and the lower actuators launched him towards it, with the upper two breaking the glass before Otto could crash into it. He fell three floors before the actuators found purchase on the side of the building, and began a rapid descent.

XXX

Peter had gotten used to the stares his dubious costume was attracting, though when _Bugle _reporter Ben Urich, who was covering Harry's party, had tried to cop a feel, Peter's face had blushed as red as his wig.

MJ hadn't left his side all night. In fact, he had the feeling that as soon as he was gone, she would leave, too. Harry hadn't spoken to them since, and she was visibly calming, but that wasn't going to last. What was it about their friend that had set them both on edge? It wasn't danger; his spider-sense would have picked it up if it was. Wouldn't it?

A hand closed around his shoulder, and he jumped. Mary Jane, who had been watching the crowd, turned when she felt his reaction. "Harry? What's wrong?"

Harry had somehow managed to sneak up on them unnoticed. "I need to talk to you," he said, his voice urgent. "Not here," he continued, glancing around at the crowd. "My father's den." Seeing Peter's reluctance, he continued, "Bring Mary Jane if it makes you feel safe." There was a hint of derision there, but Peter ignored it. He and MJ followed Harry to the den, which was off-limits to the party-goers and therefore the only quiet room in the house.

"I just got a call," Harry said, as soon as the door was shut behind him. "There's a robbery in progress at the main OsCorp building. Peter, I hate to ask…" He took a breath. "OsCorp can't afford another loss," he said in a rush. "I need that robbery stopped."

"You're asking for Spider-Man's help?" Peter asked, incredulous.

"That's how desperate I am," Harry said. "It pains me to have to ask-"

"Of course I'll go," Peter said. Perhaps this was what he needed to start mending his relationship with Harry. "Right away." He yanked off the wig, handing it to Mary Jane. He was already pulling off his shirt as he walked to the balcony. In moments, a red-and-blue figure was free-falling from the balcony's edge before a slender webline shot out, swinging him in an arc that would have slammed him into one of buildings with crushing force had he not shot out another line and begun arcing in another direction.

The main OsCorp building was at the city's limits; Peter just hoped he'd get there in time to make a difference. Harry was already on the edge of the abyss; it wouldn't take much more to push him completely over.

XXX

The guards patrolling the grounds were on the alert. Because the smaller buildings were too widely spaced for him to make a proper escape via rooftop, Otto was forced to continue along the ground. Only now, there were more guards than before. And they all had their guns out and were ready to shoot.

He heard the sound of tires crunching on gravel and silently swore. They'd called for reinforcements… Otto ducked into the nearest building as the vehicle passed by, taking the moment's reprieve to catch his breath.

When he was no longer gasping for air, he took a moment to examine his surroundings, looking for a place to hide. The building he'd ducked into was three stories tall, and had catwalks in lieu of floors. Enormous metal vats lined one wall, with several smaller canisters along another. Chemical formulas were stenciled on their sides, and Otto flinched when he realized what some of those vats contained. This wasn't a good place to hide-

The door opened behind him, slamming into the wall with an echoing _thud. _Otto lurched into motion just before a hail of bullets hit the place he'd been standing. Otto was stunned by the shooter's carelessness; what kind of _idiot _fired a weapon in a room full of chemicals?

The actuators carried him to the wall with the small canisters and he began to climb. He'd hoped that the gunman wouldn't shoot while he was near the volatile chemicals and, to his credit, the man didn't shoot until Otto was well above them. What neither of them counted on was the bullets that ricocheted off the actuators and into the canisters below.

When the first canister blew, Otto was on the catwalk near one of the massive vats. The guard was closer, and was thrown aside by the force of the explosion. He didn't get up. The explosion set off a chain reaction, resulting in a spectacular explosion with the force of a bomb. A bomb that happened to be located on the support structure of the catwalk… Otto was knocked off his feet, and rolled off the edge before the actuators could get a grip. They cushioned his fall, but Otto was momentarily too stunned to move.

And then, with a groan of metal, the end of the catwalk tore loose from where it was connected to the wall. The heavy structure began to bend downwards, and the weight pulled it apart where it joined with another length of catwalk. The freed piece rotated slightly as it fell, jagged edge on one end scraping the wall and tearing loose chunks of masonry. The other end tore into the vat, ripping a long gash deep enough at one point to breach the metal. Something began to pour out of it, a slow, steady stream spreading to where the canisters sat still smoldering against the wall.

All this happened in seconds; too fast for Otto to react. All he saw was the massive catwalk falling towards him, coming closer… closer… The actuators reacted faster than thought, moving Otto away from the falling debris and out of danger.

_We made it! _he thought numbly, forcing his shaking muscles to work and get him out of there; once the chemical from the vat came in contact with the burning canisters, the place was going to blow. He had to get out of there…

A sharp yank on his spine brought him up short, and he staggered. Before he could recover, an earsplitting scream that originated inside his head made him double over, instinctively covering his ears as if that could make a difference. One of the 'screens' in his mind projected only static, and the strength of the sending overwhelmed his own vision as the screams shattered rational thought. He didn't know how long he'd crouched on the cement floor, muscles locked and eyes staring blindly forward, but at last he was able to gather his wits together enough to plead, _Stop this! Stop this or we'll die!_

The scream scaled down to a bearable level, and now he could hear the anxious babble of the harmonic voices – _three _harmonic voices. The fourth…

The fourth actuator was crushed under several tons of metal, screaming as if in mortal agony.

To Be Continued…

First of all, I'm sorry that last bit isn't clear; action isn't my forte. Plus, it was about one thirty in the morning when I wrote it.

Y'know, music really does inspire. I have a bunch of songs saved on my computer that I listened to as I was writing this, and certain songs seemed to inspire me to do certain things. The part where O'Connell hits Otto, a part I was hesitant to include, came about while Papa Roach's 'Getting Away With Murder' was playing. And the 'Doc Ock Suite' was playing while I wrote the break-in. At the moment of writing this, Green Day's 'Boulevard of Broken Dreams' is playing. Durn you, KoD, every time I hear that song now I think of the Spider-Man universe!


	7. Inner Demons

Disclaimer: Nope. Don't own them. Haven't I said that enough?

Author's Note: Otto's Really Bad Night continues… I encourage all of you to check my bio every once in awhile; I'm going to start updating it frequently with more interesting things. For example, someone has done a fan art for "How Do I Love Thee…" and I included a link to it. I'm also going to include the link to my deviantART account, because I might put stuff there that I won't put up here at I especially urge you all to read my journal entries; I may ask for your opinions on certain things. I should also add that this is yet another chapter that was supposed to be longer but I cut in half. What's with these long chapters?! As a result, I might be able to get chapter eight up midweek (maybe; I have two exams next week). Just don't get too used to two updates a week, okay?

_**Moonlight Becomes You**_

_Seven – Inner Demons_

_October 31 - Halloween_

Spider-Man perched on the side of the building closest to the fence surrounding OsCorp, watching smoke curl into the air. He was too late… Whatever the thief had had planned, it had already gone down, from the looks of things. There was nothing left for Spider-Man but damage control. He launched himself off the building, propelled himself over the fence and hit the ground rolling. He quickly covered the ground between the fence and the nearest of the small buildings, clambered up the side, then began to leap from rooftop to rooftop on the way to the burning building. The gaps between buildings were wide, taxing even his abilities, and he wished he could use his webs.

There was a crowd surrounding the smoking building. As he watched, a group of men came out the door, coughing. Spider-Man poised on the corner of the closest building, nose wrinkling under his mask at the odor. It was a _chemical _fire, and the fumes were making him nauseous. For anyone trapped inside, it must be overwhelming. The fire hadn't yet spread to the walls, but he could see it flickering in the windows. He could also see what looked like massive chemical vats lining the far wall… "Don't let there be anyone inside," he muttered, then launched himself to the rooftop. He immediately scrambled to the side where the smoke was thinnest, close to a massive skylight. Spider-Man peered inside and groaned; there was a dark shape lying close to the burning canisters, and he couldn't just assume the man was dead.

The skylight shattered under his punch, and he slid down on a webline. The odor made him gag, and he desperately hoped that these chemicals weren't corrosive in a gaseous state… He hit the floor and sprinted over to the man, who was indeed unconscious rather than dead, and Spider-Man hoisted him over his shoulder.

A flash of movement alerted him to the presence of someone else, and Spider-Man turned. When he didn't immediately see anything, he called out, "Hello? Is someone there? I'm here to help!" He took a step forward, his foot making a splash. Spider-Man looked down, suddenly realizing there was a huge puddle of clear fluid spreading across the floor. And it would be just his luck if this chemical was volatile. He had to get out of here, fast. But not without whoever else was trapped in here. "Hello?" he called again. Perhaps he'd only seen a shadow cast by the flickering flames. But he couldn't take that chance.

He sprinted across the room, towards what looked like the twisted remains of a heavy metal catwalk. It was half in shadow; he couldn't make out more than a vague shape… And then his spider-sense kicked in, and he leapt sideways just in time to avoid something akin to a striking serpent. A barked command made it withdraw, and now Spider-Man could see his attacker.

He was but a darker shade of shadow, a misshapen silhouette limned with a lurid orange glow, looking like some sort of gargoyle, or a demon escaped from hell. But the writhing shapes that gleamed like metal in the fire's illumination were all too familiar. "Dr. Octavius?" Spider-Man said uncertainly.

"Parker!" the scientist croaked, his voice strained. "Get out of here!"

Spider-Man would have loved to oblige, but there was something wrong with the doctor's silhouette, something he couldn't put his finger on. Then he realized he could only see _three _of the actuators. And only one had attacked because the other two were straining at the edge of the catwalk, struggling to lift it off the pinned fourth. Spider-Man set the unconscious guard aside and ducked under the actuators to offer his strength. The made metallic warbling noises, as if they were shrieking at him, but they didn't attack. "What are you doing?" Dr. Octavius demanded. His voice was muffled; he was cupping his left hand over his nose and mouth to filter the chemical smell.

"Helping," Spider-Man said. But quickly realized it was hopeless; one edge of the catwalk had dug into the cement wall, and the other was tightly wedged against one of the vats. "Doctor, I don't think we can shift it!"

"Get out of here," Dr. Octavius rasped. "That guard the only other person in here, take him and get out!"

Spider-Man ignored him. He examined the catwalk railing, then snapped off a pole roughly six feet in length. "We can lever the segments apart," he began, shoving one broken edge into the trapped actuator.

"No!" Dr. Octavius cried, his voice edged with panic. "You can't… It's part of me…"

"Even a wolf will gnaw off its own foot when caught in a trap!" Spider-Man said, exasperated. "At least you can rebuild it!"

One of the actuators knocked him away, and Spider-Man braced himself for another attack. Instead, they took the pole in their pincers and yanked. There was a scream of metal, mixed with a very human cry, and then the joining between two segments snapped. Metal rasped against metal as the serrated blade ejected from the throat of the lower left actuator, and it cut through the wires that ran through the ruined actuator's interior, completely severing the limb.

The moment the doctor was free, Spider-Man scooped up the unconscious guard and shot a webline up to the broken skylight. An arrhythmic thudding met his ears as Dr. Octavius followed him out. He launched himself to the next building over, hearing shouts as he was finally spotted. Great, he could see the headlines now: "Spider-Man and Doc Ock Sabotage OsCorp." At least the building hadn't exploded yet; apparently, they hadn't cut their escape as close as he'd thought. Spider-Man leaped to the next building, though, wanting some distance between him and it when it finally did blow up.

To his surprise, Dr. Octavius followed, though his leap was clumsier, and he barely made it over the gap. He paused to take a gulp of fresh air, then jumped to the next building. Spider-Man paused to lower the guard to his companions on a webline, then followed the fleeing scientist.

It was easier than he thought he'd be; four buildings away, the doctor suddenly collapsed to his knees, cradling the damaged actuator in his arms. Spider-Man landed lightly beside him, wary for any sign of attack. But there didn't seem to be any fight in the doctor, or his mechanical appendages.

"It'll be all right, Doc," Spider-Man said, his voice falsely cheerful. "You have seven other limbs left. That's still more than I have. We'll just have to call you Doctor Septapus."

Dr. Octavius spoke with a growl made hoarse by exposure to the smoke and chemicals. "You have two arms, Parker – why don't you cut one off; you'd still have one left." He took a few long breaths that rasped in his throat, and Spider-Man was about to ask if everything was all right, when the scientist suddenly pulled a cigar from his pocket and placed it in his mouth.

"You just escaped a fire, and now you want to smoke?" Spider-Man asked incredulously.

"Parker, you're _this _close to pissing me off enough to let the actuators kill you," Dr. Octavius snarled. One of the actuators snapped at him to emphasize the point. "I just… need to calm my nerves." The three functioning actuators went back to cutting arcs through the air, though there was something spastic about their movement.

Dr. Octavius had fished a lighter out of his pocket, but his hand was shaking so badly he couldn't hold it steady enough to light the cigar. With an exclamation of disgust, he put lighter and cigar back in his pocket.

Spider-Man was at a loss for what to do. Had Dr. Octavius put up a fight or fled, Spider-Man wouldn't have hesitated in bringing the scientist down. Seeing him down on his knees, trembling as though freezing, face contorted in a rictus of pain, his breath coming in wheezing gasps, Spider-Man couldn't just web him up and hand him over to the police. "Doctor, are you all right?" He didn't look it, and it wasn't just because of what had just happened, either. Since Spider-Man had last seen him, he'd lost far too much weight, and the sunglasses couldn't hide the deep hollows around his eyes.

He expected Octavius to snap at him again, but instead the doctor sighed and rubbed his forehead. "I don't… I don't feelpain from the damage… But it's _screaming _in my head… Hard to think straight…" His hand stroked the actuator's ruined end.

"_They_ feel pain?" Spider-Man was stunned. He knew they were a part of Dr. Octavius, but they were still just machines, not flesh and blood!

"Not pain… But it suddenly found itself blind, deaf, and crippled… The screams are overwhelming… It's confusing the others, ruining the harmony of their thoughts. They're not in sync anymore." Octavius sighed again. "I don't expect you to understand."

Without knowing how the specifics of the doctor's bond to his arms, Spider-Man could only guess at what the doctor was feeling. He didn't know what to say; he had the feeling that nothing he could say would help Octavius, anyway. "I'm such an idiot," Octavius whispered, so softly that Spider-Man realized he wasn't meant to hear. "It wasn't supposed to be like this…" His shoulders slumped.

"What was it supposed to be like? Doctor, what are you doing here tonight?" He hated having to push the scientist, but he _had _committed a crime, though its exact nature was unclear. Spider-Man wanted to know why. The scientist clearly wasn't under compulsion from the actuators, so why had he done this?

Dr. Octavius started, and looked up at Spider-Man. "Enough about my problems," he said with false levity. "Let's talk about yours. So, how long have you been in transition?"

Spider-Man blinked, baffled. "In transition?" he repeated, then followed the direction of Dr. Octavius's gaze. "Gah!" When he'd stripped to his costume in Harry's home, he'd forgotten something: the socks MJ had stuffed under his costume. "Um… There's a funny story there…" He yanked the socks out, knowing that if he didn't now it'd completely slip his mind (and God only knew what Jameson would make of a Spider-Man with breasts), and stuffed them into the small belt pack few people ever noticed.

"I'm sure there is," Octavius smiled. While Spider-Man had been distracted, he'd lurched to his feet, and his body was tensed for action.

At that moment, the door to the rooftop flew open, and an armed security guard came through the door. More might have followed, except that one of the actuators lashed out, slamming the door shut and warping the door with the force, preventing the other guards from arriving. As for the man already on the roof, another actuator grabbed the man's arm and flung him up and out, away from the rooftop.

"No!" Spider-Man yowled, shooting a webline and snagging the falling man's foot. He secured the line to the roof's edge, then scurried down the wall as the man reached the line's limit and began to swing down and towards the building's wall with rapid speed. Spider-Man caught him before he could slam into the building and lowered him to the ground, then hurried back up to the rooftop.

As he'd expected, Dr. Octavius had used the distraction to make his escape. His speed must have been incredible; he was already out of sight, and the last echoes of the noise of his passage were already fading. The only sign he'd been there was one lone actuator segment sitting in a pool of fluid. Spider-Man picked it up before he set off after the doctor, wondering if it could be of some use.

Then he hopped from building to building, eyes open for Dr. Octavius's distinctive silhouetted. But he reached the buildings lying on the edge of the OsCorp grounds without seeing a sign of him. Either he'd managed to flee further faster than he should have, or he'd hidden. Spider-Man sighed; it looked like he was going to have to search the OsCorp grounds. He couldn't just let Octavius go free; the man may have saved the city, but whatever he was doing here obviously wasn't on the level. _Why couldn't you have just stayed dead? _Spider-Man wondered, feeling guilty about the direction of his thoughts. He should have been glad that Octavius was alive, right? _Your death was your redemption. Why did you have to come back? Why did you attack OsCorp? _Revenge seemed the obvious motive, but Dr. Octavius hadn't seemed vengeful. He'd seemed… sad.

His spider-sense suddenly kicked in, yanking him back into reality and slowing it down so that he could hear the low, drawn-out droning of an engine coming from somewhere above him and see something that looked like an orange ball skitter across the rooftop towards him. Reflexes carried him out of the way just as the orange sphere exploded, but his leap had put him in range of a new danger: a cloud of noxious gas that clung to his nose and mouth, stopping breath and making his limbs spasm before giving out, and he crumpled into a heap. As blackness overtook him, he heard maniacal laughter ringing in his ears, a sound that was horrifyingly familiar…

XXX

Otto had had to hide himself; the erratic movements of the distraught actuators slowed his pace, and the jerky movements were making him nauseous. He was crouched in the shadows between two of the buildings, leaning against a cold concrete wall. He expected discovery at any moment; his rasping breaths sounded loud in his ears, almost as loud as the beating of his heart.

And that was nowhere near as loud as the voices. The damaged actuator was no longer screaming, thanks to the efforts of its siblings, but the harmony of their voices was gone. When they spoke, the fourth's voice lagged behind the others, creating a hollow, echoing effect. And its words were distorted; only half were comprehensible. Worse, it was acting like a child in desperate need for comfort, hanging over his shoulder and sticking close to his chest. A dark fluid leaked from one of the severed lines, horribly reminiscent of blood.

But the webslinger didn't find him. Nor did the guards, who had given up Otto as gone, and were concentrating on helping the newly-arrived fire department put out the fire. He decided to take his leave, making no effort to conceal himself. It was all he could do to walk straight, much less sneak out. Once again he thought about pulling out the cigar – found among the belongings taken from his home, likely seized when they'd emptied his sock drawer – but his hands were still trembling, and he didn't trust the actuators with anything so delicate at the moment.

Especially since, beneath their confusion, he could feel their anger. He'd willfully hurt one of them! He hadn't wanted to; in fact, it hadn't even occurred to him to try to get free by breaking the actuator. It was akin to amputating one of his flesh-and-blood limbs, something he hadn't even wanted to consider. But Peter was right; he could rebuild the actuator. It wasn't like chopping off a limb. He just wished the actuators would see it that way, rather than as a cruel betrayal.

He made it over the fence with no difficulty, and wearily made his way to the van. Warren was waiting outside, along with the nameless man from the passenger seat. "I half-expected not to see you again," Warren said mildly. He gestured with his gun, "Get in the van."

Otto obeyed, and practically fell into his seat. "You made a real mess of OsCorp," Warren continued, taking a seat across from Otto. "Mr. O'Connell expected a little damage, but even he thinks blowing up an entire building was a little extreme." Otto shut his eyes and leaned his head against the van's side. "In fact, he'd like to speak to you."

Otto's eyes snapped open. It had been an _accident, _O'Connell wasn't going to hurt Rosie for it, was he? Warren took out a cell phone, dialed a number, and said brusquely, "He's back. And he seems to have damaged one of his little toys," the guard added derisively. Then he handed the phone to Otto.

Before Otto could defend his actions, O'Connell demanded, "Did you get the plans?"

"I have them."

"And the virus?"

"Uploaded," Otto said wearily.

"Good," O'Connell said. Despite Warren's words, he didn't sound at all upset; in fact, his tone was gleeful. "And the explosion was a nice touch; they shouldn't discover the virus until it's far too late."

_He doesn't even care that people might have died… or that I've damaged an actuator! But, as long as he's pleased, he won't hurt Rosie. _And then he remembered something that had slipped his mind, something O'Connell wouldn't be so pleased about. He didn't want to mention it, but if he didn't, O'Connell would be furious when he found out. "The hard copy files weren't there."

There was silence for a moment. "What?" The dangerous edge was back in O'Connell's voice.

"I think Harry has them," Otto said dully. "He may have already given them to a buyer, for all I know."

"Dammit!" It was the first time Otto had heard O'Connell lose his cool. "I haven't heard anything about their sale," he said, after taking a moment to collect himself, "so they're probably still at Osborn's home. Do you have any idea where they could be?"

"There's a safe in the den," Otto said. "Probably there."

"Get them."

"Excuse me?" Otto was incredulous. He was barely conscious as it was, and the actuators were drooping around him.

"After suffering major losses tonight, it'll be more important than ever for Osborn to sell those plans," O'Connell explained. "I need them _now _before he has the chance. And there are several potential buyers at this party of his; he could sell them tonight. Get in there, grab the plans, and bring them to me."

"I've been breathing chemical fumes, and one of the actuators is damaged," Otto said coolly. "I need to see a doctor and begin to repair-"

"When you return," O'Connell said. "Otherwise…" he left the threat hanging. He didn't need to say it; Rosie's life depended on Otto's cooperation.

"I'll get them," Otto whispered. He handed the phone back to Warren before O'Connell could say anything more. He closed his eyes again and slumped against the wall while Warren gave the driver orders. **_We can do this, Father, _**the actuators whispered discordantly. **_But we must not be abused like this again. You must get us out of this man's grasp, or the woman's death won't be the only thing you regret. _**Otto felt a chill at this, their first outright show of defiance.

…**_regret… _**the fourth actuator echoed softly.

XXX

He'd forgotten that O'Connell had said Harry was holding a Halloween party. It was near ten at night, but the party was still in full swing. The music was loud enough that it covered the impact of the actuators with the stone edifice. Otto could feel it even through the concrete as he climbed up the level towards the balcony, which appeared to be empty. Not surprising; the balcony that was Otto's goal came off what had been Norman Osborn's den, and Harry seemed to hold his father's memory as sacred. Otto couldn't imagine him letting party-goers within what had become a shrine to his father.

At least _something _tonight would be easy. Harry had even left the balcony doors open to let in the surprisingly warm October air. The actuators confirmed that there was no one around, and Otto slipped inside, making straight for the large painting that concealed the safe.

And then the mirror on the adjoining wall swung open. The actuators reacted instantly, sending Otto sprawling behind a large desk close to the safe. From his rather undignified position, he watched from under the desk as a figure clad in shiny green pants and heavy boots emerged from behind the mirror. Otto couldn't see who it was, but the voice that came a few moments later answered the question.

"I've done it," Harry Osborn said. "No, he isn't dead," the young man continued. "I will, but not yet."

Otto strained to hear who Harry was talking to. There didn't seem to be anybody else in the room, so Otto assumed he was talking on the phone.

There was a heavy thud as Harry dropped what looked like a large, full garbage bag on the floor beside him. "I'm going to do it here, in front of everyone. Oh, they won't know it's me, Father, don't worry."

_Father? _Otto directed one of the actuators to peak under, showing Otto what it saw. Harry Osborn wore a tight, thick green suit, and tucked beneath one arm was what looked like a helmet. As for who he was talking to… It looked for all the world like he was talking to the _mirror. _"Tonight, at midnight, you will be avenged," Harry vowed solemnly. The young man went across the room and picked up a shimmering length of purple cloth that had been carelessly tossed over one of the chairs, pulling the robe over the green outfit and making certain it was completely concealed. The helmet he concealed in a bag, which he slung over his shoulder. Then he went back to the large bag and hoisted it up with surprising strength.

Harry left the den, but there was a long moment before Otto left the safety of the desk. _What the hell just happened? _he wondered. From the size and shape of the bag, it had almost looked as if there had been a _body _in it… but there couldn't have been; he'd lifted it too easily! And why had he called the mirror 'Father?' And just what was he going to do in front of everyone at midnight?

It sounded as if he intended to _kill _someone. And with this talk of vengeance, there was only one person it could be: Spider-Man. Otto crept out from under the desk, curiosity driving him across the room and to the mirror. _Harry doesn't have it in him to kill… But if he thinks he was just talking to _Norman, _then something's changed. Has all that alcohol gone to his head? It seems I'm not the only one with voices in my head…_

**_We should get what we came for and go, before we get drawn into Osborn's madness, _**the actuators said. Otto privately agreed, but he wasn't going until his curiosity was sated. And what he was seeing right now had piqued that curiosity.

The mirror that Harry had come through was covered with a thin crust of ice that hadn't been there when Otto entered. And it was too warm outside for it to have occurred naturally.

…**_madness… _**The damaged actuator's hollow voice echoed through his mind.

To Be Continued…

Endnotes: The title of this chapter comes from an idea that has been forming since I first saw Spider-Man 2 back in July. Unfortunately, the fic just didn't work out, but I've begun integrating several scenes from that fic into this one, thus making it a whole lot longer than I'd intended. Guh… Can anyone say 'glutton for punishment?'

The ice on the mirror thing? Anyone ever hear how it supposedly gets cold when there are ghosts about?

And I've been amusing myself with the image of O'Connell and Dr. Mereii getting together for lunch and discussing ways to put Otto through Hell… It's a rather intriguing thought. Ah, the things they could come up with if they put their minds together… Oh, and yes, tentacle abuse _is _fun.


	8. The Unmasking

Disclaimer: I don't own the Marvel characters involved, sadly. O'Connell's mine, though. Whoop dee doo.

Author's Note: Definitely not my best chapter… I was too busy this week to put the effort I should have into this. Anyway, will Otto's Really Bad Night never end? He'll survive it, of course. But barely. And I haven't even gotten to the _good _parts yet… Also, I apologize… I wanted to get this up Wednesday, but I got caught up with another fic I'm working on that's exclusive to deviantART. It should be up in a few days; go check it out, by clicking on 'homepage' in my bio. It's based on a dream, and has some (very slight) similarities to this fic, hence my decision not to post it on Though I might, later, if there's some demand.

_**Moonlight Becomes You**_

_Eight – The Unmasking_

_October 31 - Halloween_

Water ran in rivulets down the mirror's surface as the frost melted; Otto reached out to touch the still-cold droplets, to assure himself it was real. It made no _sense_. And to a keen scientific mind, anything that was unexplainable was something to be investigated. The actuators were silent, their own curiosity piqued. What was behind the mirror that would cause it to freeze like that? Otto ran his fingers along the mirror's edge, searching for the catch. He found an indentation, and with a soft _click, _it swung open, revealing another room.

After a quick glance back into the den, Otto passed through the mirror, shutting it behind him. The temperature in the hidden room was perhaps a little cooler than the den, not enough to cause the mirror to freeze. Otto had half expected to find something like a meat locker, with bodies hanging off hooks, staring blankly at him with frozen expressions of terror. The stress, he decided, was really getting to him.

Not that what he found was reassuring. Lights kicked on as motion sensors detected his presence, revealing a bat-like metal shape suspended in an alcove. Otto recognized it immediately; how could he not? Norman Osborn had called him in several times to help solve some problem or other with the glider before him. There'd been two of them, a prototype, and a more advanced model. Both had been stolen by the Green Goblin. The advanced model had been found wrecked in an abandoned building. This was the prototype, a heavier glider, but no less effective. _Why does Harry have it here? OsCorp spent a lot developing it; why aren't they using it to build more?_ Otto touched the edge of the glider, then drew his hand back. It was _warm. _The engine was still cooling, which meant Harry had it here so he could _use _it.

The hairs rose on the back of his neck. Harry was the Green Goblin. Which meant he had the ability to stand up against Spider-Man – and that he may, in fact, already have the wall crawler in his possession. Certainly, he'd seemed confident that he would kill someone at midnight. Otto searched for a quick way out, in case Harry entered unexpectedly. The actuators found the sliding door in the roof where Harry presumably entered and left on the glider; it would do in an emergency. But Otto wasn't going to run just yet. He followed the wall to a glass case filled with several dozen bright orange and green spheres. Otto stared at them a moment before their identity sank in. They were pumpkin bombs.

Pumpkin _bombs. _A smile spread across Otto's face. _I don't think Harry will notice if I take a few, do you? _For the first time that evening, he felt the actuators' approval. Finally, he was taking steps to ensure their escape from O'Connell's clutches. Otto began to carefully place bombs in his coat pockets, trying not to make them look too obvious. He took only four of them, not daring to risk taking more.

Something else caught his eye: A rack of identical vials of green fluid, each marked with the same serial number. This wasn't something Otto had assisted OsCorp with, but he knew what it was; it was the chemical that was supposed to have brought fame and fortune to OsCorp. The performance enhancer. On an impulse, Otto grabbed one of the sturdy vials; perhaps he could find a use for it once he and Rosie were free. They would need money, and if he sold the performance enhancer, he could get a fortune for it.

There was nothing else of interest in the hidden room, and Otto exited through the mirror. The ice, he noticed, was now gone completely, as if it had never been there at all. Otto was still mystified, but now he just wanted out of there. If Harry was the Green Goblin, Otto didn't want to hang around.

_But he has Peter… _Otto went to the painting that concealed the safe, and let the actuators work on opening it. _Peter helped me tonight; he helped me when I nearly destroyed the city. I… I can't just let him die! Can I?_

The actuators didn't slow their efforts at safe-cracking as they answered, **_Spider-Man is our enemy. Let Osborn kill him; he will be jailed for it, and that will be two obstacles out of our way. It will be better for us all if Spider-Man is dead._**

…**_dead… _**the fourth actuator agreed. The safe opened, and Otto began to search for papers with his company logo. _He saved my life; it's only right that I return the favor! _A file folder hidden under a stack of blank company stationary caught his attention; Otto pulled it out and flipped it open. All were marked with the familiar infinity symbol logo, and Otto snapped the folder shut. A cursory examination of the rest of the papers in the safe revealed no other papers, and Otto slammed the heavy door shut. He had what he'd come for. He should leave.

_I can't… I can't let him kill Peter, _he told the actuators heavily. Silence met his remark; not even the ever-present hum of their presence echoed in his mind, as if they'd withdrawn from him completely. They pulled back, inside his coat – except for the ruined actuator, which tried to wrap itself around his chest, pinching his skin between its segments.

He took it as grudging assent. They weren't going to help him, unless his life was in danger, but they weren't going to stop him, either. Perhaps they saw this as a small act of defiance against O'Connell; the businessman wouldn't approve of what Otto was going to do, but there was no way he could stop Otto. And as long as Otto brought O'Connell what he wanted, he couldn't protest, could he?

There was a briefcase leaning against Harry's desk, and Otto yanked it open and dumped the contents. He set the papers inside, along with the vial of the performance enhancer. If he was going to be wandering around Osborn's home, he didn't want to be seen carrying it all around. He slid the briefcase under his coat, and one of the actuators took it in its pincers. It gave him a misshapen look, but it was Halloween; maybe he could pass himself off as someone dressed as some kind of sideshow freak or something.

Hopefully, this would be simple. Find Peter, free him, and get out before midnight.

_Right… Not with the way my luck's been running._

XXX

Mary Jane wanted to leave. She should have left once Peter had vanished, but Harry had asked her to say, saying she was the only guest who wasn't sucking up to him, or sizing him up as a rival, or watching him for any slip-up that could be used against him. Then he'd escorted her out of his den and left her alone in the hall, saying he had calls to make regarding the robbery, and that he'd catch up with her later.

So she spent the evening watching the other costumed partiers, feeling like an outsider. She'd attended functions like this with John Jameson, who, despite not being from one of New York's richest families, was an object of interest because he was an astronaut. He'd been uncomfortable, too… but at least they'd been able to be uncomfortable together. Now… she felt so alone. She didn't blame Peter for leaving – she'd have been disappointed in him if he _hadn't, _actually – but she wished she could have gone with him.

She sighed, and helped herself to another helping of punch, and grabbed a handful of chocolate kisses without a care for the strict diet that was expected of an actress/model. She wasn't going to deny herself the pleasures of chocolate just because of some unspoken rule of image. She decided to hang back from the crowd, staying near the walls, where she could just watch everyone.

The highlight of her night was when she got caught up in an existential crisis during another punch run, when two Spider-Men started flirting with her at the table. MJ just smiled and then beat a hasty exit, pushing past a Phantom of the Opera, neatly skirting some sort of Lovecraftian nightmare, nearly had beer dumped on her borrowed dress by a werewolf, and then ran into a very large, very solid man in a shabby green-grey trenchcoat.

He seemed to have the same idea as she did, to stay at the fringe, away from a crowd that was steadily losing its sobriety. "Sorry," she began, and then the rest of the words caught in her throat. He'd turned at her apology, and her stomach lurched. She _knew _that face; it was thinner, more haggard, but she'd never forget the face of a man who had taken her captive. From his shocked expression, she knew he recognized her in the same moment. "You-" she began. A hand darted out, closing around her mouth. The other wrapped around her torso and she was hauled backwards, into one of the halls coming off the main room. As he dragged her into an empty room, she couldn't help but wonder why no one was reacting. Were they all so hammered that she could be killed in plain sight and they'd think it was all some big Halloween prank?

Since a rescue didn't look imminent, Mary Jane defended herself as best she could: she bit down on the hand over her mouth, and kicked backwards. Her kick caught the side of his knee, forcing an _oomf _from her captor, but it was the bite that seemed to hurt him the most. He released her, clutching his hand, his face a mixture of astonishment and pain. She would have used the moment of confusion to escape, except that he'd put himself between her and the door, which he'd kicked shut behind him.

Desperately, Mary Jane searched for something to use as a weapon, but there was little to be found in the sparsely furnished room. She was trapped, alone and defenseless, with Doctor Octopus.

He had peeled back the glove on his right hand and was examining it, then he glowered at her. "You've managed to tear out the rest of the stitches," he said flatly. "Well done." Blood dripped down his wrist onto the beige carpet. He yanked the glove back up over the bleeding gash.

She thought about screaming, but she doubted anyone would hear over the throb of the music. "What… what are you doing here?" If she could get him talking, perhaps she could buy some time. Surely, someone would find them before Doc Ock did anything to her!

"What's going on at midnight?" Octavius countered.

That threw her off. "What?"

"Midnight. Has Osborn said what he's planning for midnight?"

Was he here to hurt Harry? She couldn't let him. "I don't know what you're talking about. I haven't seen Harry since early this evening, and he didn't say anything about any special plans."

"No, he wouldn't tell you, would he?" Octavius said thoughtfully. "You'd try to stop him. Not that you could do all that much."

Emboldened by the fact that his horrible tentacles weren't in evidence, Mary Jane said, "Don't you dare hurt Harry! Haven't you done him enough damage already?" She regretted the words the moment they came out of her mouth.

To her surprise, Octavius looked stung rather than angry. And suddenly she wondered if he was the one behind the robbery at OsCorp. "Your defense of your friend is admirable," Octavius said after a moment, "but would you be so protective of him if you knew what he was planning?" He appeared to be thinking something over, eying her thoughtfully. It was akin to the look he'd given her in the coffee shop. _Here it comes… Once again, Mary Jane Watson is about to become the Helpless Damsel In Distress (copyright) for… what is it, the third time? _She wouldn't go without a fight. "Did you know that your friend Harry is the Green Goblin?" he asked.

Mary Jane had been prepared to launch herself at him, never mind that her last attack on this man had been laughably unsuccessful. But his comment threw her for a loop. "What? No, Norman was the Goblin!" she said.

Octavius arched one eyebrow. "That explains a lot," he said, more to himself than her. "It seems he's taken up the mantle now; you should see what he has hidden in a secret room behind the mirror in his den. And he has the Goblin's flight suit on under that purple robe he's wearing."

Mary Jane was at a loss for words. _That can't be right, can it? _"In fact," Octavius went on, "Osborn was having an interesting conversation with his _mirror _about killing someone at midnight, thus avenging his father. Any guesses who that might be?"

_Peter… No, he's lying! He just wants to… wants to… _What _was_ Octavius trying to pull? "No… Peter's his friend…"

"And Spider-Man killed his father," Octavius said.

She wanted to correct him, but why did she need to defend Peter's actions to someone whose own were reprehensible? _Even if he did save us in the end… _"Why are you telling me this?" she demanded.

"Parker saved my life," Octavius said softly. "I owe it to him to do the same, even if they don't approve."

Mary Jane was about to ask who _they _were, then realized he probably meant the tentacles. "I was hoping that Osborn might have dropped some hints to you about where he's keeping Peter, or when Osborn plans to bring him out for everyone to see." Octavius looked frustrated. "This place is so damned big, and there are party guests everywhere. It's difficult for me to look; sooner or later, someone will recognize me."

"Has it occurred to you," Mary Jane said tentatively, "that if your presence here was known, everyone would leave? That might… that might put a stop to whatever Harry's planning." She couldn't believe he'd kill Peter. No, Harry would just publicly unmask Peter, not kill him! Harry wasn't a murderer! That was assuming Harry even _had _Peter, which she found highly unlikely. After all, no one had said anything about Harry having something special at midnight.

"That had occurred to me, yes," Octavius said, somewhat stiffly. "But I'd prefer not to announce to the world that I'm still alive."

"So you want _me _to go and look for him, is that it? Why should I believe you? And why should I help you?"

Octavius shrugged. "It's your choice. If you don't want to save your boyfriend's life, on your own head be it."

"Maybe you just want me to find him so _you _can be the one to kill him."

Octavius's grim smile chilled her. "Had I wanted to kill him, I could have done it earlier tonight."

_So he _was_ behind the OsCorp break-in… _Mary Jane swallowed as she thought everything over. If he wanted her to look, then that meant he was letting her go. She could call the police and end this.

Except… Something about Harry had disturbed her. There was something about him that was different, something indefinable, and it wasn't just the end of his alcohol abuse. _I'll find Harry. I'll tell him that Doc Ock is here, and see what he wants to do about it. _Calling the police was the more logical course of action, but, after talking to Octavius, she felt she needed to see Harry, to prove to herself that he wasn't what Octavius made him out to be. "All right," she said carefully. "I'll look. Will be you waiting here when I find him?"

"I'll be around," Octavius said evasively. He shifted to the side, opening the door for her in a gentlemanly fashion. Mary Jane walked sedately past him, but as soon as she was out of what she judged was the range of the tentacles, she began to shove her way back to the main room where, hopefully, she could find Harry and assuage her fears.

XXX

Otto didn't trust the girl, but he didn't see himself as having much of a choice. She'd recognized him, and he'd impulsively grabbed her and pulled her out of sight. Once he'd had her alone, he realized that she might be the answer to his problems. Now that she knew Parker was here, she could look for him, and perhaps even find him and free him. Even if she called the police, they would disrupt the party enough to ruin whatever Osborn had planned. He wouldn't have to do anything, after all. All he had to do was find his way back to the den balcony and get back to the van.

Assuming she believed him. It was her boyfriend's life at stake; even if she didn't believe Otto, he'd planted the seed of doubt. Otto would have bet his actuators that she was going to do a little investigating. He tried to ignore his conscience, which protested that he was sending her into a situation where she could get seriously hurt. He tried to tell himself that by telling her, he'd discharged his debt to Parker. And she had to know the dangers, right? Being Spider-Man's girlfriend must have driven home how dangerous people like the Green Goblin could be. She'd be careful. She'd help Parker.

Otto wasn't going to just wait around to see if Mary Jane would act as he hoped. He slipped out of the room, threading through the crowd that had spilled into the hallway, head low and shoulders slumped so as not to draw attention.

He found what seemed to be the bathroom, and waited patiently in line to get in. Fortunately, he didn't have long before he could lock himself inside. A glance in the mirror showed why no one had recognized him; soot coated his face, and mixed with the sweat on his scalp to give his hair a dark, spiky look. Otto moistened a towel and cleaned it off as best he could, inspecting his face for damage as he did. He'd been pelted with debris when the catwalk had fallen, and he found several small cuts, though nothing serious. And his breathing came easier, too, so it seemed he wasn't as badly hurt as he'd feared. His pace was paler than it should have been, however, making the rings around his eyes seem even darker. He helped himself to a sip of water, which helped ease his throat. Now, if he could just do something about the damaged actuator…

Someone barged through the door, making Otto jump. Hadn't he locked it? He and the man, who was dressed like some 1920's gangster, stared at each other for several seconds, then the intruder cleared his throat. "Sorry, but I have to – " He pushed past Otto and proceeded to empty the contents of his stomach. The man fumbled around for a towel to wipe his mouth on, and grabbed Otto's coat by mistake.

Otto swore softly when he realized what the man had done. He was about to snarl at the man, but the other was slumped over in a faint. Otto sighed and turned to leave, then paused, leaned over to grab the gangster's hat, and put it on, pulling it low over his eyes. Anything was better than no disguise at all…

Otto smiled at the next person in line, a Grim Reaper with a rumpled black cloak. "It's going to be awhile," Otto told him. "You might want to find a convenient potted plant." The man stared at him stupidly, too wasted to really take in what Otto was saying.

"What are you supposed to be?" the man asked after a moment, looking Otto up and down. "Some kinda detective?"

He thought about just walking away, but then he smirked. "I'm Doctor Octopus," he said.

"Crappy costume," the man said. "You don't even have tentacles." He lost interest and went back to staring at the bathroom door. Since the gangster had been snoring when Otto left, he knew the Grim Reaper was going to be waiting for quite awhile.

And it had answered a question for him; he could walk around more freely than he'd originally thought. The people here assumed he was in a costume – a _bad _costume, which was a bit insulting – and they were too drunk to realize the truth. It gave him the opportunity to get back to Osborn's den without taking the evasive measures he had before. One of the actuators slipped out long enough to do a heat scan, and after being assured that there was no one in the den – or any hidden rooms connected to it – Otto went inside, making a beeline for the balcony.

Otto leaned over the ornately carved stone railing, ready to clamber over, but what he saw below made him freeze. _The police… _It seemed Mary Jane _had _called them, after all, and they'd responded far more quickly than Otto would have thought possible. _Shit… Now I have to find another way – _

**_This building does not seem to be their destination, _**the actuators said, as one of the lower arms slid over the side to better see, its camera zooming on the action. **_They are staying on the street, and are paying no attention to the building. And they are not as heavily armed as they would be if they were after us. _**

They were right, now that Otto could see for himself. There were only about four cops and two cars, and they seemed interested in an area across the street. Otto frowned; was it his imagination, or were they heading to where Otto had left the van? _They're between us and escape, _Otto said. _And, if we leave the way we came in, we'd be sure to attract attention. I'd like to avoid that at all cost. _ He'd wanted the police to come, and to possibly help Peter, but he'd wanted to make his exit, first.

_We'll have to go out the front door, then, and I'll have to walk past them with you concealed under my coat, _Otto said. He sighed inwardly; it meant yet another journey through the ocean of party-goers. Grumbling, Otto left the den, joining the mindless masses. He pushed his way through, noting with some amusement that the Grim Reaper was still in line for the bathroom, and looked ready to live up to his costume. Otto turned a corner, into the packed room that was the heart of the party. He just had to find a way through the crush of bodies to the door at the opposite end…

And then he caught sight of a familiar face staring at him, astonishment suffusing his features. _Raymond… _It was just his luck to run into one of his former lab assistants, one of the few people who knew him well enough to recognize him even though he'd been changed by his ordeal. From the look on Raymond's face, he didn't quite believe what he was seeing, but he was pushing through the crowd towards Otto, to get a better look.

_Dammit… _It looked like he wasn't going to make that easy escape, after all.

XXX

_I don't believe Dr. Octavius_, Mary Jane told herself as she wandered the halls. _I'm just trying to find Harry. _Still, she found herself opening every door along the halls as she searched for Harry. _Peter isn't here. Dr. Octavius was just trying to get rid of me while he does whatever he came here to do, and I let him rattle me enough that I _left _him without even calling the cops! _She was furious with herself. She should turn around, find a phone, call the cops…

But she didn't. She had to find Harry first, to prove to herself that he hadn't gone off the deep end. Because, considering her friend's mental state the past several months, it was frighteningly easy to imagine him going over the edge… So she continued her exploration, opening doors into empty rooms, or rooms that weren't so empty, much to her embarrassment, until she came to the door to the master bedroom. It seemed to be the only door in the penthouse that was locked.

_Harry's just trying to protect his property. I'd lock my door, too, if I had this many drunken strangers in my house. _ She found herself thinking that if she were one of those heroines in those movie scripts she'd been reading, she'd work the lock open with one of her hair pins or a credit card, and probably find something horrifying inside and meet a horrible, bloody death.

"What are you doing here, Mary Jane?" a voice said unexpectedly. Mary Jane jumped; she would have sworn that she'd been alone in the hall.

"Harry!" she said, smiling. "I was looking for you. I thought you were hiding from all of your guests. Not that I blame you," she added, a little breathlessly. "Your maid is going to quit when she sees the mess to clean tomorrow." Harry smiled, an expression that reminded Mary Jane of some predator baring its fangs. "I just wanted to tell you that," _that you have a super villain hidden in here, that he's probably the one who robbed OsCorp, that he's been saying unpleasant things about you that can't possibly be true, _"I'm leaving. I feel out of place here, and I stayed as long as I could, but…" She shrugged.

"I'm sorry I haven't been paying more attention to you this evening," Harry said, his face sobering. "I was on the phone with the police about the robbery; one of the smaller labs blew up, and they had to bring in specialists to clean up the hazardous waste." His expression became a cold mask. "Spider-Man didn't get there in time to stop whoever was responsible." Mary Jane didn't think it wise to respond to this. "Please don't leave," Harry said. "I could use the company of someone who won't use this information to their advantage. You're one of my only friends."

Mary Jane felt like a heel. Harry sounded so sad; how could she even _think _he wanted to hurt Peter? "I can stay a little longer," she told him.

"Good." Something flickered across Harry's face, too quickly for her to identify. "Besides, you don't want to miss the high point of the evening. I was going to have something special for midnight, but if I wait too much longer everyone's going to be passed out and won't appreciate it." He smiled, that wide, predatory grin again. "Why don't you go wait in the main room? It'll be ready in about fifteen minutes. Make sure you get a good spot – you wouldn't want to miss this." He gave her a gentle-but-firm shove in the direction she had come, and Mary Jane had no choice but to head back.

She was glad she was an actress; her training had been all that had kept the carefree smile on her face. Because there had been something in the depths of Harry's eyes, something that had made the hair on her neck stand on end. And when she glanced back, just in time to see him enter the master bedroom, she glimpsed a flash of green beneath the hem of his purple robes. _"…he has the Goblin's flight suit on under that purple robe he's wearing," _Dr. Octavius had said. _"Osborn was having an interesting conversation with his _mirror_ about killing someone at midnight, thus avenging his father. Any guesses who that might be?"_

_Oh, God… _Dr. Octavius was right. Harry was going to do _something _to Peter – she still refused to think he'd kill him – and she had no idea what to do. _I should call the police, _she thought again. But she found herself tracing her way back, past a Grim Reaper and a scantily clad demoness who were in the middle of rousing a gangster, who screamed when he saw what was waiting for him once he regained consciousness.

She nearly collided with Dr. Octavius, who was hurrying through the crowd, glancing backwards and not even seeing her until it was too late. "What-" she began.

"I've been identified," he said. "I need to get out of here."

It would be easy to just let him get caught. But she realized that she _needed_ him. She wasn't strong enough to take on the Green Goblin. And he'd said he owed Peter. She looked past Octavius, noticing an Asian man who was watching them intently. "Follow me, play along," she hissed, pushing Octavius into one of the rooms and wondering how many more times she was going to be doing this tonight. She shut the door behind her and pushed Octavius back into the room's shadows. Then, when she heard the _click _of the door opening, she threw her arms around Dr. Octavius's neck and kissed him. This wasn't easy, since a) he was about a foot taller than she was, b) he was resisting, and c) he had the flexibility of a metal flagpole.

The door had fully opened, and Mary Jane heard a strangled gasp from behind her. She whirled and glared at the man who had been pursuing Dr. Octavius and was now staring at her with a dumbstruck expression. "What are you looking at?" she snapped. "I've only got about ten minutes before his wife starts looking for him, and I don't want to be interrupted!" Mary Jane drew herself to her full height, and gave the man a look of such fury that he seemed abashed by his intrusion.

"I'm sorry, miss, I thought… I thought I recognized…"

"And you thought perhaps you could find something to blackmail him with?" she spat. "If you don't get out of here, I will sue your ass," she hissed.

Now the man looked really uncomfortable. "I don't think that's necessary," he said, backing away. "You and your… your lover don't need to do that… I was just leaving… thought this was bathroom…" the man fled.

"Remind me never to piss you off," Dr. Octavius said, his voice strained. "I almost feel sorry for Raymond; he always was a bit flighty." Mary Jane turned. "I don't know whether to yell at you or thank you," he continued. She wondered if he was actually blushing, or if it was just a trick of the shadows.

"It was the only thing I could think of," she said. "Sorry." She wondered if she should tell this to Peter, then decided not to. He might start thinking that she kissed all the super villains, after all, and then he'd never let her get kidnapped. "You were right," she said softly. "Harry is planning to do something to Peter. In fact, he's decided not to wait until midnight – we have about five minutes to stop him."

"We?" Octavius asked sardonically.

"We," she said firmly. "Do you have any ideas?"

Octavius looked thoughtful. "Like you said, clearing the party guests would have some effect. And, no, I'm _not _going to reveal myself; even if I did, no one would believe me – they're all too drunk, and to them, I'm just another guy in a costume. I have an idea, though…" Octavius removed something small and silver from his pocket, and absently flipped it through his fingers. "Can you distract Harry long enough for it to take effect?"

"I'll try," she said.

"Then go. Do whatever you can to slow him down. And when the crowd leaves, go with them. Don't get involved in this."

Mary Jane wanted to protest. She didn't trust Octavius to help Peter once she was out of sight, but she didn't have a choice. Had Peter ever faced a dilemma like this? "I'll be careful," she said. He just nodded absently, his face curiously blank. She wished she could see his eyes behind those dark glasses, to try to get a glimpse of what was going on in his head. He suddenly snapped into focus and glared at her. "What are you waiting for? Go!"

Mary Jane did. Getting to the main room was easy; everyone was heading that way, and she merely needed to go with the flow. There was an atmosphere of excitement, and Mary Jane wondered what they'd been told.

Harry was standing at the top of the stairs where the railing wouldn't obscure the view from below, looking down at the gathered crowd. At least, Mary Jane assumed it was Harry – he'd shed the purple robe, and his face was concealed by a chillingly familiar mask.

"Welcome!" he said in a shrill voice, unrecognizable as her friend's. He threw up his arms theatrically. "Harry Osborn asked me to give you all a little show, to thank you for your generous contributions tonight." The Green Goblin clapped, and there was a scattering of applause across the room. "And I promise you, it's going to be one _hell _of a show!" There was a table to the side, and he pulled it over so it was in front of him. Then he stepped back and lifted something that had been out of the crowd's sight: a limp form clad in red and blue, wrists and ankles clasped together by twists of metal.

"May I present: The amazing, the spectacular, Spider-Man!" There were gasps from some of the crowd, but most of them were muttering under their breaths. They thought this was just, as the Goblin had said, a show. "How many of you have ever wanted to know what's behind the mask? Is he old? Young? A woman? A hideous freak? You will see for yourselves in this, Spider-Man's _last _public appearance."

There were _ooh_'s from the enraptured crowd, drowning out Mary Jane's gasp of horror. _He really means to kill Peter! _She had to do something… had to distract him… _Hurry, Dr. Octavius!_

And, with a deranged cackle, Harry began to peel the mask from Spider-Man's face.

To Be Continued…

Sorry; I _had _to do the Doc Ock/MJ thing. They seem to be the 'favorite bizarre coupling' of the SM2 universe and, while I can't imagine them ever being together, this is my little nod to the couple. Plus, it seemed like a good method of torture that didn't physically harm Otto.


	9. Reckless

Disclaimer: I don't own the Marvel characters. Everyone else is mine, though.

Author's Note: I find myself inspired. I want to get to chapter ten, and to chapter thirteen… Can't explain why, yet, not without giving away too much. Almost didn't get this chapter done in time, though… It didn't get finished until late last night. I've had a really busy couple of weeks at school. I can't wait until spring break. Anyway… Otto's Really Bad Night draws to a close. Poor guy… why must I always feel compelled to torture characters I like? And the more I like a character, the worse the punishment I put them through.

_**Moonlight Becomes You**_

_Nine – Reckless_

_October 31 - Halloween_

All eyes were on him. This was it, this was Harry's moment. For the first time in his life, he could feel his father's approval, could feel his _pride. _And no one was going to take it away from him, not Spider-Man, not Peter Parker, not some crackpot scientist who had put his company millions of dollars in the hole, nor the police who had accused OsCorp of not taking the proper precautions in protecting those involved during that disaster… No, this was his moment.

"_I'm proud of you, son," _a voice whispered in the back of his mind. It was hollow, barely audible. The only time Harry heard his father with any clarity was when he spoke through the mirror. Harry smiled, the sickly expression hidden behind the green mask. Below him, he saw a flash of red, as Mary Jane forced her way to the front of the crowd. She stared up at him, eyes wide in shock, and he saw her mouth, "No…" _"Ignore her. She rejected you for _him. _Now, do it. Avenge me. Be the one who killed Spider-Man!" _Harry found the seam where the mask joined the gaudy costume and began to peel it back. There was a shudder of movement as Peter tried to fight off the paralysis that gripped his body, but the gas wouldn't wear off for another half hour. And he wasn't going to live that long, anyway.

A shrill, blood-curdling scream rose above the gasps of the gathered watchers, and, shocked, Harry let the mask snap back into place. He glanced down just in time to see Mary Jane's eyes roll into the back of her head, and she swooned, falling to the floor. Harry frowned; he knew MJ was made of sterner stuff than that, what was she doing? _Dammit, I wanted her to see this! I want her to know that _I'm _the better man! Peter is nothing compared to me! Nothing!_

"_It's a trick. She thinks you're weak; thinks you'll reconsider if you think you're hurting her. Don't let a foolish woman's manipulations stop you from doing what you must!"_

_Yes, _Harry agreed. He grabbed the collar of the mask again. _I won't let her stop me…_

And once again his triumphant moment was rudely interrupted. This time the screaming was electronic, and it seemed to yank the crowd out of their trance. Murmurs broke out among the costumed party-goers, and they began to glance around anxiously. Then it happened: Someone was sober enough to recognize the sound for what it was, and there was a scream of "Fire!"

_No! _ Harry thought, as panic transmitted to the rest of the crowd, and they began to shove their way to the door. "Calm down!" he called, his voice lost in the screaming. "It's probably just something burning on the stove!" Or some idiot had left a lit cigarette somewhere. Or it could be any of a number of mundane reasons. Unfortunately, the guests were too drunk to listen to reason, and Harry cursed the fact that he'd been trying to get them drunk so they'd be more accepting of his little 'show.' Below him, Mary Jane got to her feet, glanced back towards the fleeing crowd, then at Harry, clearly uncertain about what to do. And then she followed the crowd out, assisting one man who seemed to drunk to make his feet work correctly.

That worried him. Why would MJ leave him with Peter trussed up in his possession? _"She doesn't think he's worth her life. After all, she'll just find _another_ man._ _She'll replace Peter, just as she replaced you and that ex-fiancé of hers. The loss of the crowd is a disappointment, but you still have Peter in your possession, so all isn't lost. Kill him." _His father's use of the word 'disappointment' made Harry's heart plunge to the vicinity of his feet, but he was right: Harry still had Spider-Man. Harry drew the ceremonial knife sheathed at his belt and smiled. He yanked off the mask, meeting Peter's wide eyes. "Don't worry," Harry said mockingly. "I'll make it quick, which is more than you deserve." If he didn't make it quick, the wall-crawler would have the opportunity to escape, like in all those damned James Bond movies… "And I'll be sure to take care of MJ for you." He raised the knife, ready to bring it down in one quick, decisive movement that would end the vigilante's life.

"Hello, Harry," a familiar voice drawled.

_No… no, it can't be! He's dead! _Harry turned his attention back to the stairs, where a tall man in a shabby coat was gazing up at him from their foot. Even with the sunglasses and hat to conceal his thinner features, the tentacles weaving deceptively lazy arcs through the air left no doubt who it could be. "Otto? What… what are you doing here?" He slowly lowered the knife. It seemed that the frantic guards that had alerted him to the robbery earlier that evening hadn't been far wrong when they'd said something monstrous was robbing OsCorp…

Otto smirked and held up his right hand, displaying a small metal lighter. "Channeling my inner pyromaniac," he said mildly. He stuffed it in his pocket, keeping his hand there. His other hand was holding a briefcase that Harry recognized with some surprise as belonging to him. "Don't worry; it was an empty guest room."

"_He's here to take your victory from you. He wants to kill Spider-Man himself! Don't let him take this from you, Harry!"_

"You won't take this from me!" Harry cried, echoing his father's words. He brought up the knife again.

The second he took his eyes off Otto, the scientist lurched into motion. One of the tentacles extended far enough to knock the knife from his hand with enough force to numb his fingers. The wood beneath his feet vibrated as Otto pounded his way up the stairs, catching up with the tentacle that had attacked.

_What do I do? _Harry cried as the doctor directed an opened pincer to smash him in the chest, knocking him away from Peter and the 'sacrificial altar.'

"_Fight him!" _his father's voice snarled. _"You're an Osborn! Be strong, for once!"_

_Strong… yes… _Harry rolled to his feet as Otto was grabbing Peter with his upper left tentacle. There was no sign of the upper right; in fact, Harry had only see three tentacles since the doctor had shown himself. Either he was keeping it hidden for some sinister purpose, or he _couldn't _use it. Harry was inclined to believe the latter. That meant only two tentacles to battle… still two too many, especially since Harry was unarmed.

He didn't have a chance against Otto in hand to hand combat; even Peter had been beaten by the doctor. But, if he hurried, he'd have enough time to get to his glider before Otto could make his escape…

XXX

_This is too easy, _Otto thought as he watched Harry flee. This was too cowardly even for Harry. The young Osborn had just proven he was willing to commit murder in front of his guests; for him to just run away like that went against the sinister image he'd been trying to convey.

**_Osborn is a coward! _**the actuators hissed. **_He fears us, as he should._**

Otto didn't contest their claim, though privately, he thought Harry had been running in the direction of his father's den. Which left Otto wondering: how was he going to get out of here? If Harry was in the den, then he had access to his Goblin weapons, which Otto remembered from reports in the _Bugle _were said to be quite formidable. The windows were too small for him to squeeze through, especially while carrying Peter – and there was no way he was going to risk the humiliation of being found stuck in a window.

He could break his way through the wall around a window – or, better yet, he could test the strength of the pumpkin bombs by throwing one at the wall. His conscience nagged at him for this wanton destruction of Osborn's home, just as it had when he'd set that guest bed afire, but at least Harry's home was insured, and the loss of a few personal items was nothing compared to the losses OsCorp had already suffered. Otto pulled out the pumpkin bomb he'd been holding in case his 'battle' with Harry got out of hand, and thumbed the trigger. Lights began to wink on the sphere's surface, and Otto flung it at the far wall, backing away as far as he could and turning without thought to put his body between the blast and Peter, with the actuators curving around to form a shield.

The explosion came seconds later, and, while it wasn't as powerful as Otto had hoped, it caused serious damage. Debris rained down from the ceiling, coating Otto in a light dusting of plaster. Glass, steel, and brick littered the floor, and a cloud of dust was still settling. Otto surged past it and out the massive hole in the wall. A quick glance out showed that there were no police in evidence – they were on the other side of the building, and probably by now on their way up the Osborn penthouse – so Otto began his descent.

It was a far slower descent than he would have liked. Three actuators could compensate for the fourth being in use or out of commission, but with the upper left carrying Peter and the mangled upper right still curled tightly around his waist, Otto had only two actuators. They suggested he drop Peter, but the younger man's body was curiously limp, even though Otto could see that he was awake, and there was no way he'd be able to halt his fall – not that the actuators cared about that little detail.

Worse, with his mask still somewhere in Osborn's home, Otto was going to have to be careful what he did with Peter. He'd have to leave him somewhere; a rooftop, maybe.

"D…Doctor…" Peter mumbled. The slurred words were barely audible over the pounding of the actuators against the building's stone face. "Look out… He's coming…"

It was then that Otto became aware of the whining roar of an engine, and he swore softly. Harry had gotten to the glider, and slowed as Otto was, he wouldn't be able to escape. The actuators picked up his fear and pushed themselves to the limit, and Otto felt the upper left begin to loosen its grip on Peter. _No, _he told it angrily. Otto thought rapidly; he was completely vulnerable clinging to the side of the building, but… _ The police! _If he could just get to the ground, hide the actuators and go around to the side, would Harry follow him? The police would take care of the rest.

Maniacal laughter rang in his ears as Harry drew closer. "Looks like you're out of arms," Harry taunted. The glider was about ten feet away, level with Otto's face. A pumpkin bomb was nestled in Harry's gloved fingers. "I guess that means you won't be able to stop this." He activated the bomb and dropped it after the still-descending Otto.

The lower actuators released the building, curling up and around to protect their host, while Otto took Peter in his right arm so the upper left actuator could form a shell around his upper body. Otto prayed he didn't have far to fall as he gained speed…

And then the pumpkin bomb exploded – not a burst of light, as Otto had expected, but into two smaller spheres with wing-shaped blades, their downward velocity boosted by the explosion of their release… Otto couldn't see the whirling blades come towards him, but he heard one of them clang against the metal of one of the shielding actuators…

And then a scream was torn from his throat as, seconds before his impact with the ground, the second slipped through a gap in the actuator cacoon and embedded itself into his upper left arm.

Then he hit the ground. One of the lower actuators had uncurled itself to absorb most of the impact, but agony shot up his spine, and Otto swore he heard something crack.

**_Father! _**the actuators screamed. The set Peter aside with more force than was necessary and curled around their creator. Otto groaned, fighting off the darkness that tried to claim him. _I can't… Don't let me lose consciousness, _Otto told the actuators weakly. He got his right hand under him, and pushed himself up. The actuators hastened to assist him. _Where's Harry? _he asked.

_**He's circling around, heading this way. We need to get out of here! **_

Otto glanced towards Peter, who was moaning and finally showing signs of movement. He wasn't going to leave Peter to Harry… _Get under my coat._

_**But, Father-**_

_Do it! _Getting to his feet was the hardest thing Otto had ever done. The bladed sphere from the pumpkin bomb was still buried in his muscle, and blood was dripping down his arm, off his fingertips. He wanted to pull out this foreign object in his body, but dim memories of a first aid class he'd taken years ago warned him not to pull it out or he could cause further damage. His knees felt watery as he stumbled over to Peter. _Help me block the pain, _he pleaded with the actuators.

**_We're doing the best we can, _**they informed him in their disjointed voices.

"Parker, can you get up?" Otto hissed through gritted teeth. The pain was excruciating; he'd _definitely _hurt his back…

"I… I think I can… The gas is wearing off…" Using the stone wall behind him, Peter got unsteadily to his feet. Otto leaned him on his right shoulder, careful to keep his wound out of the younger man's sight. "Wait…" He ran his hand over his face, sending out a stream of webbing to conceal his features. One of the actuators darted out from under the hem, snatching the forgotten briefcase and drawing it up under his coat. As the whine of the engine grew louder behind them, Otto and Peter stumbled into the street in front of Osborn's building.

There were cops everywhere. Otto didn't know if they'd been drawn by what was happening or if something else had demanded their presence, but he was grateful. One of the cops came towards them, seeming unsurprised by their clothing. Clearly, he thought they were just more costumed party-goers – after all, why else would Spider-Man be _walking? _Before the man could see Otto's wound, however, Otto cried out, "It's the Green Goblin! He attacked us!"

There were shouts as Harry zoomed out of the dark alley Otto and Peter had emerged from, cackling madly. Guns went off around them, and Otto felt Peter tense beside him. "He's not worth worrying about," Otto said flatly. Peter gave him a disbelieving look. And then he pushed himself away.

"I'm going to stop him before someone gets hurt," Peter said flatly. "He's not in his right mind, and if I can help him, I will." Peter tested his limbs, finding them moving to his satisfaction, if still not as gracefully as they could. He shot out a webline, causing several cops to yelp with surprise as he was revealed to be the _real _wallcrawler.

Otto pushed his way out of the police line – easy to do, since they were trying to clear everyone out of the area – and hastened down towards where the van had been parked. And then his legs gave out, forcing the lower actuators to walk for him, a process made difficult by their attempts to stay concealed. The wound in his arm was bleeding more profusely, now, and he couldn't feel his fingers. He just had to get to the van… they'd rush him back… they'd get him to a doctor… But what he found would have made him fall to his knees helplessly if the actuators hadn't already been supporting him.

The van was gone, leaving Otto to bleed to death on the streets.

XXX

Halloween wasn't a pleasant night to work at the First Ave Mission, Susan Riley had found. It wasn't uncommon for a concerned citizen or a police officer to haul a drunk dressed in ragged clothing to the mission for help, only to find that the person was, in fact, only wearing a costume and was really a lawyer or something. One had threatened to sue for being brought into such 'filthy' conditions against his will. It would have been funny, really, if the man hadn't actually tried to go through with it. Fortunately, the court had thought the whole thing was funny as hell and the mission had gotten away without paying a cent.

That wasn't as bad as the holiday hooligans who targeted the mission for pranks such as throwing eggs – or worse – at the door, or TP-ing the area… or harassing those who had come, shaming the homeless into fleeing instead of getting the help they desperately needed. It was why twice the normal number of volunteers were working tonight, why Susan was still here even though her eyelids felt heavy, and her words were punctuated by yawns. She just had one more hour, then she could crawl into bed…

"Hey," Rodney, one of the other volunteers murmured, poking Susan in the shoulder. "That guy standing in the doorway… Isn't that your buddy John?"

Susan blinked. Rodney was right; hanging back in the shadows, leaning heavily against the frame was a tall figure cloaked in a long coat. She wondered why he was so hesitant to enter; he hadn't been this reluctant since she'd first found him on their doorstep, wondering if his pride would let him enter. "Yeah…" She glanced around to make sure she wasn't needed, then wove around the tables and benches to the doorway.

It _was _John, though his face was a mass of pain. His right hand was closed over his left shoulder, where… Susan felt the gorge rise in her throat. There was so much blood… And she could see the edge of a vicious wound beneath the cloth. "I didn't…" he said thickly. "I didn't know where else to go… This place was the closest…"

"You need to get to a hospital," she said. The entire sleeve of his coat was stained with blood, and he was still losing more as she watched. "I can drive you; they know me there, if I tell them you're from the mission they'll help-"

"No!" he said, with shocking vehemence. "No hospital. Just… just patch me up enough so I don't bleed to death on my way back…"

She had to respect that, no matter what her instincts were telling her. "I've never cared for anything like this before," she told him, leading him in to the main room, past the tables and towards the small break room. No one should be in there now… John leaned on her, and she grimaced when she realized just how _heavy _he was. "Rodney," she called, "I'm going to need the first aid kit. Bring it to the break room, and make sure we aren't interrupted." She saw Rodney's face go white when he saw the blood, and he sped away, retrieving the kit and following them into the room. He deposited the kit on the table and left, knowing that had she wanted help rather than privacy, she would have asked him.

Susan pulled out a chair and gestured for John to take a seat. To her surprise, he turned the chair around, straddling it like a horse and resting his right arm and chin on the headrest. She exited to place a pot of water on the soup oven burners, then came back in to meet John's dark, pain-filled gaze. "You're going to have to take that coat off," she said.

He stared at her for a long moment, then whispered, "Promise me you won't be frightened."

She smiled weakly. "I've seen some bad wounds in my time, though this is one of the worst. But I promise I can handle it."

"That's not what I mean." John struggled with the sleeve on his wounded shoulder, finally managing to free the arm. But he hesitated before pulling the coat off completely. "Promise me," he repeated.

"I… promise," she faltered, wondering what could be so horrible that he didn't want her to see. He slid the coat over his spine so he could pull his right arm out… and she had to bite back the scream that sprang to her lips.

Four long, segmented coils of metal were revealed and, as if they realized they no longer needed to hide, they came to life around him. Three of them slowly rose into the air, their heads budding open to reveal sinister red lights that she could have sworn were _staring _at her. The fourth seemed to be missing its tip, and curled tightly around John.

No… not John. She read the _Daily Bugle, _of course, and she had heard of this man, the 'tentacled terror' that had nearly destroyed the city several months previously. They'd called him 'Doctor Octopus,' or Doc Ock, she recalled. She backed away, towards the door, wondering if she had time to escape. "Oh…" It was all she could manage.

"I won't hurt you," he said hollowly. "Please… I need help…" It was the expression on his face that finally convinced her. It was so desperate, so hopeless… There was nothing about him that was like the Doc Ock mentioned in the papers… except for the tentacles, of course.

"I just need to get the water," she said faintly. She backed out, not wanting to turn her back to him. Fortunately, her water had just come to a boil. Rodney was watching her expectantly. "It's going to be awhile," she told him grimly. "It's bad, really bad, and he's paranoid about hospitals." It was a reasonable enough excuse; half the homeless she knew were paranoid about hospitals. She hurried back to John's side, not wanting to give him an excuse to come after her.

"I'm going to have to clean the wound," she told him. "It's going to hurt." Susan watched the tentacles warily; they seemed to be paying close attention to what she was doing, and she had the feeling that if she did something wrong… Best not to think about that. As she ripped the tattered shirtsleeve from his wound, she asked, "So, what do I call you? Obviously, you're not 'John.'"

"Otto," he said softly. _That's right… Otto Octavius, or something like that. He was supposed to be some highly intelligent scientist… and then his wife died and those things ended up welded to him. _She was glad the shirt covered his spine; what little she could see at his neck was a hideous mess of scar tissue.

"The wound is deep," she said, gently dabbing away the blood. He hissed in pain several times, a sound echoed by the tentacles. Every time they made a noise, she flinched. _Didn't he _kill _the last doctors who tried to help him? Don't think about it… For the love of God, don't think about that… _The edges of the wound looked charred, now that she could see it. "Did you cauterize it?" she asked, surprised. That must have hurt like hell… But then John – Otto – had already proven he was good at handling pain.

"The blade hit an artery… I would have bled to death before I got here."

"How did this happen?" she asked. She needed to keep talking; if she let her thoughts run away from her, she'd panic. She _really_ didn't want to start screaming hysterically.

Otto didn't answer. Maybe that was for the best; did she really want to know? "You'd better talk to me," she said. "I need you to stay conscious. You don't have to answer any personal questions, or anything," she added hastily. She threaded the sterilized needle and set to work closing the edges of the wound. "Keep in mind, this is a _temporary _fix. You need to get real medical help."

The slight movement of his head could have been a nod, or it could have been nothing. "If they'd allow it," he said, gesturing with his good hand to the three tentacles.

"You mean… they're aware?" She stopped mid-stitch. A cold chill crawled down her spine as she realized they really _were _watching her, after all.

"They have artificial intelligence," he said shortly. Then he seemed to remember her request to speak, and continued. "They're easily as intelligent as a human, but without emotions or morals to cloud their judgment. But don't worry; as long as you're helping me, they won't hurt you."

That didn't reassure her. He didn't go on, instead seeming to be lost in thought. She kept an eye on him to make sure he didn't lose consciousness, and finished her work on the wound. Not the best, but it would hold until he got real help. _If _he could get help.

"Done," she said.

He craned his neck to see. "Thank you," he said softly. He stared at her for a long moment, then seemed to reach a decision. "I… may I ask a favor of you?"

"I won't tell anyone you were here," she said hurriedly.

He smiled wryly. "That's not it, though I would appreciate that. It's just… this briefcase." One of the tentacles picked up the case from where it had been sitting on the floor. "I don't want the contents to fall into the wrong hands." At her look, he added hurriedly, "Don't worry; what's in here is _mine._ If you could hold it until I come back to get it, I'd appreciate it. If I don't come back for it within a month, I'd like you to give it to Peter Parker. He's a photographer for the _Daily Bugle; _they should be able to help you find him."

Otto was placing a lot of trust in her. Could she violate that trust? No… if she promised to do this, she wouldn't break that promise. "It's my research," he said, as if hoping that would help her. "Someone else was going to sell it and make a fortune off it, and I… I couldn't let someone else end up like me."

She sensed he wasn't telling the truth, or at least, not all of it. But he wasn't exactly lying, either.

"I'll do it," she said, and was rewarded with a smile, perhaps the first real smile he'd had in a long time, she realized with shock. Surely not many people did anything for him any more.

"There is a strong possibility I may not come back for it," he warned.

"Why… what are you going to do?" Susan asked.

Otto smiled grimly. "I'm going to slip my leash."

XXX

He'd passed out during the voyage back to the Quest building, and only the persistent nudges of the upper actuator pulled him back into wakefulness. He hurt so badly; he wanted to curl up somewhere and whimper. Every bump, every jolt reminded him of the night's recklessness; he could have handled everything so much better, and now… now he was a wreck… now, it was all he could do to keep from slipping back into blissful oblivion.

**_You will be able to rest when we are free, _**the actuators reminded him. **_…free…_**

_Free… _A strained smile crossed his face. He almost didn't dare believe it. It had occurred to him while Susan was stitching up his wound. Without O'Connell's watchdogs to shepherd his every move, he was free. But it wouldn't be true freedom until he had Rosie by his side. Which was why he was going to take a chance to break her out _tonight. _

At the back of his mind was the fear that she would see it as an abduction, that he would terrify her beyond any chance of her recovery. If that happened, he would never forgive himself.

But maybe getting her out of this environment, out from under the sword of Damocles that threatened to descend if he made one false move, would help her. He could take her somewhere soothing – the ocean, maybe, she'd always loved the ocean – and, in that relaxing environment, he could pull her out of her shell, make her remember him, remember _loving_ him…

They climbed up the side of the building, hopefully faster than any Quest security who saw him through their cameras could get to the top floor. He knew exactly where he was going: The little rooftop balcony where he'd spent the previous night with Rosie.

It was easy to get there – _far_ too easy, in fact. There were no guards on the balcony as Otto swung over the railing, and a quick heat scan showed there weren't any inside. In fact, there didn't see to be _anyone _visible to the heat sensors. _There should be a nurse, at least, _he thought, panic starting to set in. _Could there be something wrong with your sensors, something caused by the damage to the upper right?_

**_We are only at 79 percent efficiency, _**the actuators said, **_but the sensors are not damaged._**

…_**damaged…**_

The balcony door wasn't locked, and swung open soundlessly. Otto staggered in, still unsteady on his legs, but adrenaline was starting to take the edge off his pain. _She's got to be here… I can't leave without her! _There was no one in the living room, the bathroom… or the bedroom. There were signs his wife had been there, but she was gone.

Why would O'Connell move her? Had he known of Otto's intentions? Or was it simply that Otto's actions during the night had displeased him?

Had his recklessness signed Rosie's death warrant?

To Be Continued…

I know someone's going to bring this up… Yes, I know that I only make the fourth actuator echo when it's to good effect; when I tried to work the echo in during Harry's attack, it was distracting. Just assume that the echo is there, or that the fourth actuator shuts down so it won't distract the others in a life-or-death situation.


	10. A Few More Scars

Disclaimer: I don't own the Marvel characters involved in this fic, but Lynnea is mine.

Author's Note: We get to know a little bit more about Lynnea here. And her cat. I don't know when the next chapter is going to come up, by the way. Spring break is starting in a week, and I think the computer lab is going to be closed, so I won't be able to upload for a few days. I'll try my best, though. And, who knows… maybe I'll have enough time over break to have something new up, too.

_**Moonlight Becomes You**_

_Ten – A Few More Scars_

_November 1_

It was the lack of warmth on her legs that woke Lynnea. Normally, Bat was a furnace, forcing her to kick off her blanket just to keep cool. But his absence so early in the morning was enough to pull her out of her slumber. Grumbling, Lynnea repositioned the blanket over her legs and tried to get back to sleep, but she found that without the familiar comforting presence of her cat, she couldn't.

It was always like this whenever she stayed somewhere unfamiliar; she just didn't feel safe without the cat to keep an eye out for her while she slept. Lynnea sighed, pushing the blanket off and flipping over to check the time. Five in the morning… Not as early as she'd feared, but still much earlier than she would prefer to awaken. "Damn cat," she muttered, rolling off the edge of the bed and landing on her feet. She started to stumble in the dark towards the small kitchenette, painfully aware that she needed a caffeine fix if she was going to survive the day, when a soft creaking alerted her to the fact that the door to her suite was open. Lynnea's hands reached for her knife, before she belatedly realized it was still under her pillow. Nightmarish images of O'Connell's men hiding in the shadows – or worse, O'Connell himself – pouncing on her from the darkness flashed through her mind before she noticed the main room was empty.

That meant either someone was in here and hiding, or someone had come in and searched the place. Which didn't make sense; if someone was going to do something like that in secret, why leave the door open? Worse, if the door had been open for awhile, then it was very likely her far-too-curious cat had decided to go on a little stroll. It wouldn't be the first time… A quick search of the rooms proved that neither intruder nor cat was in evidence. Lynnea cursed under her breath, wondering for the umpteenth time why she couldn't have a _normal _cat like everyone else. She was going to have to find the creature, before he got himself into trouble again. She fumbled around until she found her robe and slippers, then grabbed the knife from under her pillow and stuck it in one of the terrycloth pockets.

"Bat?" she called softly as she stepped into the dark hallway. "Where are you, you bastard?" Her suite was in the center of the hall; she followed it first towards the end furthest from the elevator, towards Dr. Octavius's locked room. She didn't find any indication that her cat had passed through and turned back, heading towards the elevator. _If he figured out how to use the elevator, I'm so screwed. _

Fortunately, Bat hadn't made it that far; the doorway to the puppet's room was open. She pushed it further open and entered. "Bat?" she called again. She stopped in the middle of the living room, puzzled. Being this close in proximity, she should have felt Mrs. Octavius's presence through her blood connection to the puppet. But the room felt… empty. Why wasn't she here?

Her cat's loud purring drew her attention back to the task at hand. She couldn't see him in the darkness; the Quest building was high enough that the light pollution was filtered, and the moon had gone down, leaving the room in shadows. She thought her cat was sitting on the couch, but she couldn't be sure. The suite was similar to her own, so she was able to guess where the light switch was and flip it on. The sight that greeted her made her jump in shock. She'd found her cat, all right… but his new choice of cat bed was the tentacled doctor who should have been locked in his suite. The man was lying on his stomach, his face turned to the side and his right arm outflung to shield it. Bat had chosen that gap between the arm and the doctor's face as the place worthy of planting his rear.

She was ready to apologize for her cat's transgressions, and was braced for the attack of the actuators, but Octavius hadn't stirred, even when she'd turned on the light. In fact, he seemed to be very deeply asleep. Why and how he had come to be in his wife's room, she had no idea, though she bet O'Connell wouldn't be too thrilled.

That wasn't her concern, however. She didn't care if he got into trouble or not; she wasn't _paid_ to care. She was, however, curious. This was the first time she had the chance to really look at the coiled machines hanging from the man's spine, draped over the couch's headrest or dangling onto the floor. They were completely still, lifeless, no longer seeming to be an organic part of their host. She admired their sinuous build, the metal skeletal segments ending in closed pincers as long as her forearm.

Except for one… the one closest to her, coming off his right shoulder, was severed halfway along its length. Ragged wires hung out from the center of a loose segment, and a dark fluid dribbled out onto the floor. Lynnea leaned over to touch it…

And then she jumped back when a flesh-and-blood hand closed around her wrist. "I wouldn't do that if I were you," a voice growled. "They don't like to be touched."

Lynnea fought back her instinctive response to pull the knife and _hurt_ the man who had dared grab her. She did, however, yank her arm away and back out of range of his touch. "I don't like to be touched, either," she said. Around the doctor, the actuators came alive, making hissing noises when they saw her. He made no move to get up, however; he seemed content to stare at her over the arch of her cat's spine.

"Your beast here has no such qualms, it seems," Octavius said mildly.

"Sorry. Bat…" _doesn't usually trust anyone, _she thought with annoyance. His job was to protect her from people like this, people who could harm her. "Bat has a mind of his own. Did he wake you?"

"No; I only just settled down when he jumped on me. He must have followed me."

"C'mon," she said to the cat, tugging on him. "Go play alien face-hugger with someone who can't beat you into a bloody pulp." Bat yowled in protest, claws out in a desperate attempt to stay in place. Lynnea winced as two of those claws found purchase on the doctor's cheek, leaving two bloody streaks. "I'm so sorry," she gasped, certain that she was about to die for her cat's daring. "He usually doesn't do anything like this!"

The doctor ran his fingers over the scratches, sighing when he saw the blood on his fingertips. "Don't worry; this is just how my luck's been all night. I'm actually shocked he didn't manage to take an eye out." His voice sounded strained, and his words slightly slurred. He glanced around, then seemed to remember where he was. "Where's my wife? She isn't anywhere on this floor; I checked every room."_ Ah, so he was the one who opened my door… _She wasn't too thrilled that he'd entered her room without her knowing, and that her cat hadn't deigned to alert her. Octavius pushed himself with one hand into a sitting position. The other sleeve flapped loosely at his side, stained a dark brown.

"I don't know… O'Connell must have moved her. What happened to your arm?" she asked. Now that he was seated, she could see another dark stain where his shoulder must have rested. No wonder his face was deathly pale… What was keeping him functioning? Concern, maybe? She could have assured him his wife was unharmed; she would have felt _something _if O'Connell had harmed the puppet. But she held her tongue.

"I was reckless," Octavius said hollowly.

"I can tell. Your boss isn't going to be happy that you're here. That must be why he moved your wife; he suspected you'd try something like this. You need to get back to your room; maybe you can convince him you went straight there," she said doubtfully.

"Can't; the door's locked," he said. He got shakily to his feet, closing his eyes and gritting his teeth in pain. "I think O'Connell may be the only one who can open it."

"Guess so… he's the one who opened it for me that time I came to talk to you." She looked him over, frowning. "You're dead on your feet," she said, deciding. "Are you hungry? Thirsty? Or I have some bandages for that cut, if you'd like."

"You're the nurse," he said. _Oh, shit… That's right. I'm going to have to be careful. _Now she _really _needed caffeine to jump-start her tired mind before she said something stupid and blew it. She leaned over to scoop Bat into her arms, then led the way to her suite, with Dr. Octavius following slowly. She hadn't been far off saying he was dead on his feet; he looked ready to pitch over. He needed a doctor…

He just barely made it to the couch in her suite before his legs gave out, and only swift intervention by the actuators kept him from pitching forward onto his face. _Blood loss…_ she realized. _That's why he's so pale and shaky. He shouldn't even be conscious! What do they say when you've lost too much blood? Fluids, you need fluids. Does food help too? I can't remember! Some 'nurse' I make. _She pulled a jug of juice out of her fridge, and a bottle of Mountain Dew for herself. She poured a cup of juice and handed it to the scientist, who had removed his long trenchcoat and was now examining the other occupant of the couch.

"You know, this doesn't give me a lot of confidence in your nursing skills," Octavius said mildly, examining the pin-studded rag doll seated next to him. He touched one of the pins jutting out of the blue button eye, then winced. "Let me guess: Old boyfriend, right?"

She handed him the juice. "That's just Justin," she said dismissively. "Star student, quarterback, homecoming king, rapist… a real all-American guy." She grimaced; she'd said more than she'd wanted, but it just slipped out. She hoped Dr. Octavius was too out of it to notice…

Octavius gently set the voodoo doll back on the couch, his expression unreadable. He sipped delicately at his juice while Lynnea went back to her fridge and fished out a pizza box. She handed that to him, as well. "Eat," she ordered him.

He obeyed, albeit awkwardly with only one working hand – and that hand, she noticed with surprise, also showed wear and tear. She studied him carefully as he ate, noticing his color had gone from white to ashen. The actuators seemed to be watching him anxiously, and made peculiar chirping noises. Lynnea bit her lip; the short walk here seemed to have drained what was left of his strength, and from the slowness of his movements, he was fading fast. "How are you still conscious?" she thought aloud. That was one thing she did remember from that first aid class – by keeping the patient awake, he would have the strength to fight back death.

"The actuators have some control over my pain receptors; they can send signals to my brain to block the receptors so I can't feel as much. And I told them not to let me lose consciousness until I get to a doctor, or I might not wake up again…" His voice was becoming less audible as he continued to speak. "I need a transfusion…" The piece of pizza he'd been holding fell from his hands, and his head fell heavily against the couch.

Oh, _shit! _She was pretty certain that if Dr. Octavius died while in her care, O'Connell would probably deduct money from her pay… Fighting down the instinct to flee from close contact, Lynnea sat on the couch next to him, putting her hand on his good shoulder and shaking him. Bat joined in, jumping into the doctor's lap and planting his paws on Octavius's chest so he could rub his head against the man's gaunt cheek. The actuators made mechanical squawking noises while nudging him.

"Keep him awake!" Lynnea said, standing up and searching desperately for her cell phone. "I'm going to try to find O'Connell… Dammit, Doctor! Don't you _dare_ die on me!"

XXX

_November 2_

_**He's waking up… Father? Can you hear us? Father? We thought you were going to die!**_

…_**die…**_

_**Answer us, Father. We know you can hear us. Your heartbeat has quickened and your breathing has become irregular. You are awake.**_

…_**awake…**_

_Everything hurts… _Without opening his eyes, Otto took stock of his situation. He was lying on his right side, on what felt more like a hospital gurney than a bed. But the room didn't have the sterile hospital smell of soap and antiseptic, so he couldn't have been in a hospital. And he didn't smell blood, so he wasn't – he hoped – surrounded by dead bodies.

**_We did not kill anyone. We would have had there been a threat to you, but we had to let the doctor help you if you were to live. We could not let you cease to function._**

…_**function…**_

_**Did we do well?**_

_Everything hurts… _Otto couldn't take in the flood of words; his groggy mind was barely comprehending anything beyond pain. Much of that pain originated from his left shoulder, which he could feel was immobilized by a sling. But there were twinges along his spine… his lungs burned… and he had a hellish headache. The voices in his head were _not_ helping with that last condition… _Please be quiet, _he pleaded.

The sound of a pen scratching on paper suddenly seemed loud in his ears as the actuators fell silent. Otto opened his eyes, slowly. The light was brighter than he would have liked, especially with a headache, but it wasn't enough to blind him. He didn't recognize the room he was in; it was a small, Spartan space with blind-covered windows. The only furniture he could see was the gurney he was lying on, a small table, and a metal chair where Lynnea was seated, writing something in a leather-bound book.

Ah. That explained what the strange, warm lump against his chest was. Her cat had found him again. "Wuh…" Otto tried, but his dry throat couldn't form the words.

Lynnea started, her head jerking up. "You're awake!" she said, shutting the book and setting it aside. "Are you thirsty?" She turned to the table, picking up a pitcher of water. She wrinkled her nose. "It's warm, but the doctor said you should drink as soon as you're awake."

Otto was about to thank her, then wondered just how he was going to drink. His left arm was useless, and his right was pinned beneath him. The upper left actuator solved that problem, snatching the glass from a startled Lynnea and bringing it to his lips. It soothed his dry throat, and when the glass was pulled away, he was able to speak again. "What happened?" he tried again.

"You collapsed in my room," Lynnea said. "I called O'Connell, and he brought a doctor. Not an easy task, mind… the guy was terrified of you. He gave you a transfusion and worked on your arm… Then they took you somewhere; I don't know the details. Wait; let me get O'Connell. He wanted to speak to you once you woke up, anyway." She got up and went to the door, and he could hear her speaking with someone outside, probably yet another ever-present guard.

_Of course he wants to speak to me… _Otto suppressed a groan. O'Connell probably had quite a bit to say, and Otto was in no condition to hear it. If O'Connell had killed Rosie… Otto didn't think he could survive the grief. Then something else occurred to him - Otto had no idea where his coat was. If O'Connell had found the pumpkin bombs… He squeezed his eyes shut, and only the cat pressed against his chest kept him from curling into a ball. _I messed up everything… I lost Rosie again…_

_**You don't know that, Father! Stay calm. We do not want you to hurt yourself again!**_

…_**again…**_

Lynnea took her seat. "He'll be here as soon as he can," she said, picking up her book and pen and resuming her writing.

"Is he… angry?" Otto asked hollowly.

Lynnea glanced up. "I don't think so…" There was a sound of the door opening, and an unreadable look crossed her face. "Why don't you ask him?" she asked, standing. He didn't bother to watch her leave, or to even try to crane his neck to see the man who had just entered.

O'Connell came into his field of vision, seating himself in Lynnea's vacated chair. Bat shifted against Otto's chest, hissing at O'Connell before jumping off the gurney to follow his owner out. Otto decided then and there that he liked the cat. O'Connell ignored the cat's unfriendly welcome as he studied Otto silently. There was nothing in his face that hinted at how he felt, and Otto began to feel uneasy.

"Well, you had a very… _eventful _night, didn't you?" O'Connell asked evenly. "Sabotage, fires, explosions… That's the difference between a hired thug and a super-villain, I guess." He sounded _amused _by the whole thing. That was better than anger, right? "Are you in a lot of pain?"

"Nothing I can't endure…" It wasn't quite the truth; at the moment, he felt that death would be preferable. "What about Rosie…?" Otto croaked.

O'Connell grinned, but it was what was _behind _that grin that chilled Otto. _He knows I went after her… _"She's all right. We moved her when the Green Goblin attacked the van; there was some concern that maybe you and he were working together. Until we saw your condition; it looks like something or someone got the best of you. Still, your wounds wouldn't have been enough to stop you from running away with her, would they?"

Otto didn't hear much past O'Connell's first words. His wife was fine, and… "The van was attacked?" _That _explained why there'd been so many cops sniffing around the van before all hell had broken loose. "I had nothing to do with that!" Otto said quickly.

O'Connell nodded. "Apparently, about ten minutes or so after you left, the guards left the van for a smoke. They heard a noise, and then the Green Goblin flew in low over the van. And then…" here, O'Connell's lips curled into a snarl, "they opened fire. The Goblin turned and threw a bomb at them, blowing up the van and killing two of my men. Fortunately, Warren suffered only minor cuts and scrapes, and the data disks you gave him were undamaged. He called me to tell me what had happened, and I moved Rosie. I only knew you were innocent of this when Warren called back again later – he stayed on scene to learn what he could, and was the only one to see the Goblin attack you. He also says the Osborn penthouse was on fire; your work, or the Goblin's?"

"Mine," Otto said huskily.

O'Connell laughed. "It may please you to know that the Goblin is getting the blame for it all; he was the only one the police actually saw, and there are even witnesses at OsCorp who say they saw him. The _Bugle _was the only paper to mention your name, and everyone knows how credible they can be." More to himself, O'Connell added, "I wonder why the Goblin's popping up again now?" His face was grim. And why wouldn't O'Connell be concerned? The Goblin had attacked Quest before. Otto hoped that Harry _would _come after Quest, after all…

"Did you get the plans?" O'Connell asked. Otto drew a blank for a moment, then winced.

"I got them… but then I lost them when the Goblin attacked."

O'Connell's face was curiously blank. "You lost them?"

"I was injured… I couldn't keep a hold on them."

"So, they're gone."

"I think they fell in a dumpster," Otto said. "They… they might still be there…" He hoped he sounded convincing; he didn't want to drag Susan in to this. Really, he shouldn't have trusted her, anyway, but she was the only person who'd been _nice _to him after his accident.

O'Connell scowled. "By now, the dumpster probably would have been emptied," he said flatly. "They're gone. But at least they're out of Osborn's hands… and you did at least retrieve the computer files."

Otto found he had been holding his breath, and released it. "Is my wife safe?"

"Normally, I would punish recklessness, but I think this is punishment enough, don't you? In fact, your computer files were _very _thorough, enough so that Quest can immediately begin honoring its contract to the army. And according to the papers, OsCorp has faced a serious set back and won't be a major contender again for _years. _I think you deserve a reward."

"My freedom?" Otto croaked. He didn't dare hope.

"On the contrary, with the threat of the Goblin, we need your services now more than ever. That's why I have my people at work forging the pieces needed to repair your damaged actuator – we found enough in the data files to see what we need. The pieces should be sent here by Thursday, at the latest."

A chill went down Otto's spine as it suddenly occurred to him that the Green Goblin had unintentionally done him a favor. With the data he needed in hand, O'Connell would no longer have a need for Otto – or Rosie. And Otto didn't imagine that O'Connell had the compassion to free them to try to rebuild their life… It was why Otto had given O'Connell only the bare minimum of what the man had wanted when Otto had been stuck in the lab, typing up his theories, even though the actuators had everything O'Connell would have wanted programmed into them, easy to duplicate. Otto had been trying to extend O'Connell's need for him, and, by extension, his life as well as Rosie's. Now, though… "I'm also going to lend you the services of my tailor, since your coat can't take much more abuse like this." O'Connell grinned. "Think of it as my way of saying 'thank you' for destroying my biggest competitor and ensuring that Quest Aerospace will become the biggest research and development company in the United States."

Otto felt ill, and it had nothing to do with his various injuries. But he wasn't in any shape to criticize O'Connell. Instead, he said, "What did this doctor have to say?"

O'Connell was holding a clipboard; with a wry grin, he flipped it over, letting Otto see just how many pages were clipped to it. "You're a medical nightmare," he said. "You'll live, of course, though you'll have a few more scars. We were able to salvage your medical files – Dr. Hanson was horrified when he saw your spinal x-rays still had _blood _on them – and he was able to work from those. To begin with, he gave you a transfusion, and then worked on that wound in your arm. It's a clean cut, and should heal in time, but try not to jolt it too often, and _don't _try to use it. The cut went to the bone, and it's going to take some time for the muscle to heal. As for the chemicals you inhaled, they didn't do any lasting damage, though breathing is going to hurt for awhile, and don't be too surprised if you cough up blood – the chemicals burned a layer of skin off your trachea. You also seemed to have cracked a vertebra, but there isn't much the doctor can do about that with the spinal brace in the way. Fortunately, the brace also keeps it in place and is better support than anything the doctor could have done – it should heal, as well. You're also to take antibiotics, since you've apparently picked up some unhealthy bacteria on the streets. And…" O'Connell stopped to take a breath. "You also have more bumps, bruises, scratches, scars, and whatnot than I can count."

"Bet the bill's going to be a real bitch," Otto murmured.

"Don't worry; Dr. Hanson owed me a favor," O'Connell said with a peculiar grin. "He did a very good job with you, you know. He stabilized your condition so we could drive you to his clinic – a small, private, and very well funded clinic that wouldn't breath a word about its clients." There was a strange gleam in O'Connell's eyes, and Otto wondered what hold he had over the clinic to ensure their silence. "They wanted to keep you to study for awhile; apparently, you're a real anomaly, and they'd love to have you to poke and prod." There was an implied threat there – Otto wouldn't put it past O'Connell to dump him there once he was no longer needed. "You wouldn't believe the fuss the doctors put up when they realized your pupils were permanently dilated, and yet your vision is basically unaffected. And then there's the fusion of your actuators to your spinal cord… I had to bring you back here before they got _too _curious and your creations defended you."

Otto's eyelids felt heavy. Now that he wasn't haunted by concern for his wife's safety, he just wanted to go back to sleep, where pain was dulled to a vague, background sensation. O'Connell saw his weariness and raised his eyebrows. "Am I boring you? I know this is probably all old news to you. But still, you've been out for two days already, I can't believe you're tired again." O'Connell shrugged. "Ah, well… Dr. Hanson doesn't want me to let you out of bed until tomorrow, anyway." O'Connell stood, making read to leave.

_Two days?_

_**Yes, Father. You needed the time to recover. Do not worry; we watched over you the entire time. And we will do so again if you choose now to rest.**_

…_**rest…**_

_Rest… Yes… _He couldn't keep his eyes open. Soon after, unconsciousness took him.

To Be Continued…

I feel I should probably point out that Bat isn't entirely a normal cat, just as Lynnea's abilities aren't exactly normal… He's kind of like her familiar, I guess. I want this cat. Not much happened in this chapter, did it? I had big plans for it, but all that got rearranged and will now appear in chapter fourteen… Something seems missing from this chapter, doesn't it? Oi… Figuring out this fic is going to be the death of me, I swear.


	11. Damaged Goods

Disclaimer: All characters, except for O'Connell and Lynnea, are property of Marvel, and no profit is being made by their use.

Author's Note: First off, I'm soooo sorry that this is a little late. About halfway through this, I was hit with writer's block. And there are still parts that didn't work out to my satisfaction. Grrr… But here it is, a day late. I'll try to put up chapter twelve sooner. Maybe Wednesday! Also, I've realized that I seem to have developed a reputation for being an Otto-torturer. I feel bad now. It's _true_, but I still feel guilty. And don't worry, Rainne, I'm going to explain everything about Rosie in chapter twelve. If anyone wants to read a somewhat happier story in which Otto will be eventually reunited with Rosie – with no death or resurrection involved – I have a fic called "Musique de la Nuit" on DeviantArt you all should check out. Just go to my bio and click the 'homepage' link to get to my profile. It's currently about three chapters long. I might put it up here, eventually, when it's done. I'll think about it.

_**Moonlight Becomes You**_

_Eleven – Damaged Goods_

_November 2_

Peter dumped his backpack, still covered with a light coating of webbing from when he'd stashed it, onto his bed and collapsed into the desk chair. His body was still mottled with the bruises he'd taken from his battle with Harry. No, his battle with the _Green Goblin_ – the vicious creature that had attacked him and tried to kill him bore little resemblance to Harry. At least his ribs were no longer quite so sore; his peculiar healing abilities seemed to focus on severe wounds before fixing bumps and bruises.

His Halloween battle with the Goblin had been a spectacular failure; still woozy from the gas, his movements had been sluggish, and it had been all he could do to keep out of the Goblin's range. Rather than fight, Spider-Man had led the Goblin on a chase through the city, enduring taunts about cowardice. As soon as they were away from any major population centers, he'd lost the Goblin. Spider-Man had spent a tense night fearing that the Goblin was going to start something to attract his attention, but the night had been relatively quiet after that.

After class, he had swept the city, searching for signs that Harry might be stirring up trouble, but according to the _Bugle, _he was too busy with the disaster at OsCorp for any more super-villain rampages. Which led to Peter's second concern: Dr. Octavius.

The file with the photos from the Quest press conference was still on his desk, along with an envelop the recently developed shots Peter had taken of Otto and Rosie Octavius on his first visit, the couple's last night together. Setting atop the two was the segment Peter had found from Otto's ruined actuator. Peter picked it up, absently flipping it over and over in his hands as he thought. Why had Otto showed up now? Why had he attacked OsCorp? Was it revenge? It seemed the obvious motive… But something about it didn't feel right. If Otto had been under the actuators' influence, Peter would have had no difficulty accepting the attack. But not only had Otto seemed in control when they'd spoken after Peter found him, he'd also saved Peter's life. Doc Ock wouldn't have done that; Dr. Octavius would have. So, if he hadn't done this at the actuators' behest, why had he done it?

There was a knock at the door, then it opened without waiting for an answer. Peter didn't look up; Mary Jane had said she was going to stop by. His bed groaned in protest as she sat on it, and finally he turned to face her. She studied his face for a moment, then smiled wanly. "Your bruises are fading, but you still look like hell," she said.

"Thanks," Peter said dryly. "I'm trying to hurry my healing along so I don't have to go to go through the humiliation of attending school with make-up covering them again. Are you trying to turn me into a woman?"

"You're better than any Barbie doll I had as a child," MJ grinned. "You have such a pretty bone structure."

Peter rolled his eyes. He still held the segment, and he ran his finger along the wider yellow underbelly, tracing the round indentation in the middle that was, ironically, similar to the sucker on an octopus tentacle. "If you drag me along to help you pick out shoes, I'm dumping you."

Mary Jane pouted. "And here I was going to ask if you wanted to go shopping for lingerie with me."

"Really?"

"What's that?" MJ asked instead, plucking the segment from his hands. She examined it for a moment, her brow furrowing. "Isn't this…"

"From one of Dr. Octavius's actuators," Peter said. "It was damaged during the sabotage at OsCorp."

MJ scowled. She had assisted Otto with his rescue of Peter, but when she'd read the papers and seen just what he had done to OsCorp, she'd confessed that she wished she'd called the police on him, after all. Peter knew she still hadn't accepted that Harry truly had tried to kill him; she still thought Harry would have come to his senses. Seeing him suffer such a major blow, a major setback it would take _years _to recover from, had made her furious. Peter himself was upset; it _hurt _to see this happen to someone who had been a friend, who still could be a friend if Peter could snap him out of what had come over him. "That bastard," she mumbled, handing the segment back.

"I don't know if he meant to do it," Peter said slowly. He fished out the file and handed it to Mary Jane.

She looked through the pictures, frowning. "These are those photos you showed me the other day, from the press conference." She selected the one that showed the woman's face most clearly, staring at those empty eyes.

Peter nodded, and slid the other pictures out of the envelope. "Now, tell me if the woman in those pictures looks like this woman." He picked one and gave it to her.

Mary Jane took it and glanced between the two. "You're right; the resemblance is uncanny, though this woman at the press conference looks a bit, I dunno, out of it. Who is she?"

Peter handed her the other photo from the envelope. MJ's brow furrowed, and then her eyes widened with shock as she recognized the man posing with the woman. "That's Doc Ock!" she said, surprised. "He looks… He looks so different."

"That's his wife, Rosie. She died in the accident. Then Quest displays this woman for no apparent reason at their press conference, and suddenly Dr. Octavius comes out of hiding and attacks Quest's biggest competitor. What do you make of that?"

"It seems like a hell of a coincidence," Mary Jane admitted. "But, Peter, if Quest is dealing with a super-villain, they'd lose their contract with the army, wouldn't they?"

"If they are employing the doctor, I think they'd lose a _lot _of contracts," Peter said. "I wouldn't want to invest in a company with criminal ties. Oh, some people would, but Quest's reputation would be in tatters, and no one honest would ever deal with them again." He gave a frustrated sigh. "I don't know; maybe it is just a coincidence. Maybe she's just some woman who works for them and just happens to look like Rosie, and that's why Dr. Octavius showed up again."

"Or maybe you're right, and Quest secretly has a deadly weapon to take out their competitors," MJ finished.

"I think it's time I did a little detective work," Peter said.

"So… no romantic evening, I take it."

"I'm sorry-" Peter said quickly.

"I understand," she said, smiling ruefully. "This is more important. Is there anything I can do to help? I may not have super powers, but I've got to be good for something, right?"

Peter considered. "Do you think you could search newspaper articles and find what you can about Quest Aerospace? I think there's more to this Steven O'Connell than meets the eye."

XXX

_November 3_

Otto's eyes fluttered opened. The sound of rain pounding against the window had awakened him, and he wondered how long he'd been out this time.

_**Fourteen hours. It is now 11:23am. **_

Otto absently thanked them. The chair against the wall was empty, but the pitcher of water – or another one like it, at least – was still there. Sensing his desire, the upper left actuator grabbed the pitcher and brought it to Otto's lips. He also realized that he was starving, but there wasn't any food in sight. _Where is everyone? _he asked. He couldn't imagine O'Connell just leaving him alone, even in his condition.

_**There are guards outside the door. The girl checks in every half an hour. **_

He assumed they meant Lynnea. Otto cautiously stretched his right arm, careful not to jostle his left. It had been immobilized beneath him, probably since they'd brought him here, and the movement sent pain shooting down his arm as the muscles protested the movement. The pain wasn't overwhelming, however, and Otto began to cautiously try other movements. The pain was a dull, background sensation, so they either had him on painkillers, or the actuators had increased their control over his nervous system. Encouraged, he slowly shifted into a sitting position.

_**Father, you should not be getting up. You are unwell.**_

_The sooner I'm up and about, the better. I don't like being an invalid in O'Connell's care. _The sooner he was up and about, the better. For now, though, he was just happy that he could sit up without getting dizzy, and he could feel the actuators' relief that he wasn't hurting himself. He also noticed something else; the fourth actuator wasn't echoing. In fact, it seemed to have fallen completely silent. _Are you all right? _he asked. He'd been so concerned about his own health, he hadn't thought about what the damage may have done to the fourth actuator.

_**We have temporarily shut down the upper right unit. Its link to the power source was damaged, and it needs to conserve what power remains.**_

He clumsily untied the strings of his hospital gown and pushed it back onto his left shoulder, since he wouldn't be able to pull it off completely without jostling his wounded shoulder. The number of bumps and bruises visible on his too-white skin made him wince, but he did see something that intrigued him: Someone had pried open the waist band – he could see the bright patches along the joints where the corroded outer layer had been scraped off – and then it had been replaced and tightened to fit his slimmer girth. He seemed to be all right, though; it didn't look as if O'Connell had ordered some sort of unnecessary surgery performed on him while he'd been unconscious.

He was trying to decide if he should attempt standing up when the door opened, and in came Lynnea, with her monstrous cat trotting by her feet. Once again, Otto found himself seriously doubting this girl had any experience in the medical field; no nurse would bring something as unsanitary as a pet into a hospital room – or even this close approximation of a hospital room. Today she wore a new black _Phantom of the Opera _shirt and tight, low slung black jeans, along with a necklace strung with wooden beads and what looked like animal teeth, claws, and bones. Definitely not the most reassuring of nurses…

"Excellent, you're awake," she said, though her tone implied she wouldn't have cared if he hadn't been. "O'Connell wants to move you back to your quarters today." Otto's heart sank at this; this room would be much easier to escape from, and he'd hoped his injuries would mean a prolonged period of lighter security.

Lynnea plunked herself down on her chair and opened the copy of the _Daily Bugle _she'd been holding. Bat, after glancing between the two of them, settled on his mistress's lap. Otto, a little put off at being ignored, said gruffly, "Anything interesting?"

Lynnea raised an eyebrow. "I've noticed that there's always _something _interesting in this paper," she said dryly. "William Randolph Hearst would have been proud of the publisher. In my hometown, the _Bugle _would be one of those papers on the racks you read through while you're waiting in line at the cashier's, right next to the _National Inquirer._"

Otto chuckled. "They do like to make a mountain out of a molehill – or, in one case, crop circles out of a peculiar fungus formation. And people still buy it."

"No offense, but this is one messed up city. I mean, the other day, there was an article about Spider-Man and something called the Green Goblin planning a hostile takeover of every major corporation in this city, never mind that it was only _one _business that was attacked – and, somehow, I doubt that you're the Green Goblin."

"Actually, I'm Doctor Octopus," Otto said, wincing at the unwanted sobriquet. _Really, couldn't they have come up with a better name?_

"Doctor… _Octopus?_" Her raucous laughter didn't make him feel any better. "Ohmygod… That… that's the _lamest _thing… You sound like something from a sixties comic book…" She could barely speak, and was gasping for breath between her laughs.

"Done?" Otto asked when she looked up at him, tears running down her cheeks from laughing so hard. "I'm not the one who chose it. The _Bugle _did. I guess an octopus was the only thing they could think of that had eight arms."

Lynnea wiped her eyes. "I guess… Technically, you only have _six _arms," she pointed out after a moment. "Wouldn't that make you a _sex_topus?"

Otto opened his mouth to respond, then shut it. He wasn't sure how to respond to _that. _"Sounds like an x-rated movie," he said after a moment.

"'Doctor Sextopus and his Naughty Henchwomen,'" Lynnea said, smirking. "Considering the whole tentacle thing, I bet it would do well in Japan."

'**_Tentacle thing?' Do these Japanese have tentacles? Do they like tentacles?_**

Otto decided that now would be a good time to change the subject. "Have you seen my wife?"

"Yeah… don't worry. O'Connell hasn't harmed her. In fact, I think he'll let you see her today, once he's certain you aren't going to keel over in a light breeze," she said.

Otto's feelings were mixed. It would do him good to see Rosie again, and see for himself that she hadn't been harmed. And maybe, if she saw that he was hurt, it would stir some emotion within her. Or maybe she'd treat him with the same callous disregard as she'd shown before, as if he didn't even exist. "I think I'll manage," Otto said.

The door opened again, and O'Connell moved around the bed to stand before Otto. "You seem to be recovering," he said approvingly. "Ready to move back into your room? I think you'll be more comfortable there."

In response, Otto slid off the edge of the bed, feeling rather shaky but determined not to fall on his ass in front of O'Connell. The two lower actuators braced themselves on the floor, securing him. The upper left twisted restlessly as it tried to keep an eye on the entire room, after resting the upper right so it curled over his shoulder and hung lifelessly down his chest. "We're ready," he said. With a curt nod, O'Connell gestured for Otto to follow. Otto did, slowly, with the two lower actuators supporting him when it felt like his legs were going to give out. Fortunately, they didn't have far to go; the elevator was close by, and it was a simple matter of riding it up to the top floor. Squashed in the car with O'Connell and the guards, Otto asked, "How soon will you need me to get back to work?"

"Eager, are you? I like that in an employee." O'Connell ran his fingers through his hair thoughtfully. "Dr. Hanson wants you to rest for awhile, but you can probably do simple lab work by tomorrow, or the day after. There's no rush."

_That _worried him. While O'Connell hadn't said he wasn't needed, there was no urgent need for him to get to work. How long before he was of no use to Quest? Would he have time to recover before O'Connell disposed of him? As he was now, he'd have no strength to resist.

**_We would fight for you. And we would not let your feelings for the woman interfere._**

Otto didn't find that reassuring. He was silent the ride up, but as they passed Rosie's room, Otto paused. "Can I see my wife?" he asked.

O'Connell shook his head. "Tonight," he said.

"But why not now? I mean, you and the guards are right here; wouldn't it be more convenient-" Otto prodded. If he waited too late, he'd be too tired to see her.

"I said _tonight,_" O'Connell said coolly. The expression on his face made further protests die in Otto's throat. "Don't question me, Doctor."

As he led Otto to his room, the scientist wondered what that had been all about.

XXX

_November 4_

Otto sat on his bed, staring off into space. His thoughts were on the previous night, when he'd finally been able to see his wife and reassure himself that she hadn't been harmed. He could find no sign of mistreatment; nothing obvious, anyway. But she'd seemed more withdrawn than ever; she hadn't even _looked _at him. His time with her had been spent inside her suite, this time, since it had been raining too hard to go outside. She'd spent the entire time seated on the couch, staring at the closed patio door. This time, Otto had spent the entire visit speaking with her, murmuring softly about their life together, mixed with pleas for her to just look at him…

He'd finally given up and dejectedly went back to his suite, where he'd spent a restless night. After spending nearly three days unconscious, Otto felt awake, if not particularly lively. He sighed, brushing his hand through his shaggy hair and pushing his bangs out of his eyes. He checked the sling on his arm to make certain it hadn't shifted during the night, then got to his feet.

He stumbled into the main room, with the intention of scrounging up something to eat. He was brought up short by the fact that someone was sitting on the couch waiting for him. "Uh," Otto said blankly. "Who the hell are you?"

The man, who couldn't have been older than his mid-twenties, looked up from where he was sketching something on a pad of paper. "I'm Mr. O'Connell's tailor," he said, getting to his feet. "I'm Alexander Faraday. Mr. O'Connell said he had a challenge for me, and of course I said yes." He looked Otto up and down, and the doctor felt a twinge of embarrassment that he was only wearing boxers. "I can see he wasn't joking," Faraday said, his gaze finally settling on the actuators, which were peering around Otto's shoulders curiously.

"You're going to do this now?" Otto asked, glancing down at the sling. "Shouldn't this wait until I've healed up?"

"This is the only time this week that I'm free," the tailor said, shrugging. He turned to the bag setting on the couch and started to riffle through the contents.

Otto stared dumbly for a moment. "Aren't you… _nervous _about working with me?"

Faraday gave him a wide grin. "Are you kidding? How many people get the chance to work on a _super-villain? _Not that I can boast about it to anyone now, but hey, maybe I'll be telling this to my grandkids some day."

The upper left actuator tilted its head sideways in bafflement. Otto just shrugged and decided to go along with it. Besides, it would be nice to have clothing that wasn't falling apart just because he had to cut it to fit.

So, for the next hour, Otto allowed himself to be carefully measured, an interesting process because the actuators wanted to watch, and they kept up a steady stream of questions. Faraday proved adept at estimating his measurements around his wounded shoulder, much to Otto's relief; he didn't want to unsling and unbandage his arm.

"What do you want?" Faraday asked as he scribbled down the last of the measurements. "Shirts, mostly, right? I've repaired your coat – _again_," he nodded toward the plastic garment bag laying on the couch's back, "but you might want something new, something doesn't look like it's about to fall to pieces. Anything you can think of that you want?"

Otto's lips quirked, and he picked something at random. "Anything? Like, say, an Armani suit?"

Faraday considered. "Yeah, it's possible."

"A _white _Armani suit?"

"I was told to give you whatever you wanted." Faraday said. He scribbled something down on his pad of paper, and Otto wondered if he'd been taken seriously. "This was interesting," Faraday said cheerfully. "Do you think Spider-Man or the Green Goblin would want my services? There could be real money in the super-people clothing business."

_Somebody has a death wish… _"You'll have to ask them yourself," Otto said finally. "I don't hang around with them." _Well… this was interesting. And at least it took my mind off Rosie for a little while._

Faraday shook hands with Otto again and headed toward to door. It opened as soon as he neared, and Otto frowned. He knew the door was sound-proof; how had they known that Faraday was finished?

_Dammit, there's a _camera _in here somewhere, isn't there?_

**_You're right, Father, _**the actuators said after a moment. **_It's hidden on top of the door frame. We didn't see it before because it is very small and sitting inside the wiring for the door electronics. _**They sounded distraught that they hadn't sensed it before.

_Hmph. _Otto went back into his room and pulled on a pair of pants and another mutilated shirt. He encountered some difficulty with this; the easiest kind of shirt to put on was one that buttoned in front so he wouldn't have to wrestle with pulling it over his head – but he couldn't put his left hand through the sleeve without pulling it out of the sling, and buttoning one-handed was near impossible. Otto felt a new respect for his friend Curt Connors, who had to deal with this every day. He finally gave up after several moments, and was about to seat himself back on the bed when he heard the door open again.

This time it was Lynnea. She nodded at him approvingly when she saw him. "You're not quite so pale anymore," she said. "O'Connell wants to know if I can help you with anything?"

"I think I'll be all right," Otto said. He didn't feel like putting up with her ministrations right now; he wanted to be alone.

"Ah, good. I don't think O'Connell wants to wait around out there all day for me to be ready to come out." She grinned. "You're right; he _is _the only one who can open the door, and I think it's finally getting to him."

She brushed past him and headed into the bathroom, gesturing to him to follow. She had a leather messenger bag slung over her shoulder, and once he was inside the small bathroom with her – causing her to back away as far as she could from him, without seeming to realize it – she fished out a plastic bag. "When you collapsed, you left your coat in my room," she told him. "I had to give it to O'Connell – but not before I checked the pockets."

"You what!" Otto was shocked by her audacity.

Lynnea shrugged. "I thought there were things in there you might not want him to find," she said. She handed him the bag.

Otto peered inside. _The pumpkin bombs! _So that was why O'Connell hadn't said anything. Otto smiled wickedly. "Thank you," he said.

She just grinned. "That's the first time anyone's ever thanked me for picking their pockets," she said, turning to go. Otto didn't watch; his mind was already working on plans for escape.

XXX

"What's the verdict?" Lucas Mondale asked.

O'Connell continued to examine the papers spread out on the desk before him as he answered. "Unfortunately, Dr. Octavius managed to do himself major damage. I'm half-tempted to think he did it just to spite me." O'Connell closed his eyes and rubbed the bridge of his nose. "Except that I don't think he'd hurt himself that badly on purpose."

"So he's damaged goods, then?" Mondale said. "It might be for the best to get rid of him _now._"

"Oh, he'll still do whatever I put him up to; he _has _to, as long as I have his wife. He just won't do it quite so well."

"Steven, how long do you think that will hold him? Dr. Octavius _isn't _stupid. He will eventually find away to break your hold over him – and when he does, I fear what he'll do to us." Mondale sounded genuinely worried. "We should do it _now._"

O'Connell was silent for a long moment. Normally, Mondale's concerns would anger O'Connell, but he had to admit his associate had a point. Dr. Octavius had been very quick to take advantage of the disappearance of the van and his watchers, even though he'd been seriously wounded. He knew the scientist was waiting for the chance to make his break for it – and when he discovered what had been done to Rosie, Dr. Octavius would strike out at Quest. He was showing a reluctance to kill – but there were many things he could do to Quest Aerospace that would destroy the company irreparably.

"We can't, not yet. We need him to clarify some of his theories on the disks, and there's some unfinished work on there that could have useful applications. Plus," O'Connell added heavily, "the Green Goblin has returned. If he targets Quest again, we need someone to defend us. It's better if we wait; I don't want to cut him up now only to find that we need him later. Don't worry; Dr. Mason thinks she has something that will better control him. You have nothing to be concerned about." O'Connell shuffled the papers, which had come from Dr. Hanson's clinic when he'd looked over Dr. Octavius. He'd done a few other things for O'Connell as well – examinations that had nothing to do with his current injuries, and everything to do with the unique fusion of mind and machine that had resulted from the accident. There was nothing of this unexpected side effect in Octavius's data disks; nothing like it in the history of science. And there was no way to study it without going inside, dissecting both machine and flesh…

There was a soft sound, and both O'Connell and Mondale whirled. Lynnea had come in while they were speaking, and was waiting patiently. "Your receptionist let me in," she said by way of explanation. "Sorry if I interrupted something."

O'Connell examined the young woman's face, but could find no clue as to how much she had heard, or what she made of it. They hadn't said much, but the papers on his desk were enough of a clue for her to put two and two together. "What do you want?" he asked.

"It's been a week," she said. She folded her arms over her chest. "I've given you longer than I would most clients, and I've even played nurse to Dr. Octavius, despite the fact that my people skills work better with the 'dead' kind. I'd like to leave."

"All right," O'Connell said immediately. Lynnea looked put off; clearly, she'd been expecting a fight. "Mondale will deliver the rest of the cash to your room in half an hour. The Hilton room is still available to you until you chose to leave New York." He turned his back on her, and after a moment, he heard her leave.

Mondale watched her go. "Do you think she knows what we're planning? And, more to the point, what is she going to do if she does?"

"I don't know," O'Connell admitted. "She hasn't been anything but professional, and her references all say that she can be discrete. But she has spent quite a bit of time with Dr. Octavius… I don't know if she plans to say anything, but… we can't take that chance," O'Connell said flatly.

XXX

Otto was doing the crossword puzzle in the _Daily Bugle _when O'Connell entered, and he frowned. It was a little late for a casual visit… "What are you doing here?"

"How are you feeling?" O'Connell asked.

"I'm all right," Otto said. "Sore, and I can't use a quarter of my limbs, but I'm all right." There was something about the director's face that raised the hackles on his neck.

"Good," O'Connell said tersely. "Tell me; what was in that bag Lynnea gave you?"

Otto froze. He'd seen that? "Just… something she stole from my pockets," he began. "Nothing major."

"Show me."

He'd stashed the pumpkin bombs in the cabinet under the sink, which he'd thought was out of the camera's view. Apparently not… Otto commanded the actuators to open the cabinet and withdraw the bag. He could hear them rummaging around for a few moments, then they brought the bag to him. "Here," Otto said, keeping his expression neutral.

O'Connell opened the bag and reached inside. He withdrew the contents, examining them with a frown. "Where did you get these?" he asked.

"Osborn's."

O'Connell was holding two small glass bottles Otto had snatched from Harry Osborn's overstocked liquor cabinet. He wasn't sure what they were, yet, since they were unlabeled, but if they were as strong as they smelled, he was going to need them. "I didn't think you'd let me have anything that might inhibit my abilities."

"Hmm…" O'Connell still looked suspicious. He proved this by getting down on his knees and searching the cabinet himself, but he wouldn't find anything; the actuators had each grabbed a pumpkin bomb, and were holding them within the cavities in their pincers. The smaller upper left was having a more difficult time of this, and kept its head pointed down so it wouldn't draw attention to itself.

His expression was more relaxed when he turned back to Otto. "I'm glad you're feeling better," O'Connell said mildly. "Because I have a task that requires your delicate touch, and I need you to do it tonight. I want you to kill Lynnea."

To Be Continued…

See? Not too great a chapter, unfortunately. Stoooooopid writer's block! Plus, I'm writing this during the Oscars. Woo hoo! SM2 won an Oscar! I had to add the tailor bit… C'mon, admit it. Movie Otto would look sexy in that white Armani suit, wouldn't he? I _had_ to find a way to fit that in here somewhere.


	12. Corpse Puppet

Disclaimer: Lynnea and O'Connell are mine, but everyone else is property of Marvel. No profit is being made from their use.

Author's Note: Ugh, I don't quite like this chapter. I think I kinda rushed a bit so I could get to chapter thirteen. Da da dummm… Since I have a term paper coming up, I'm going to try to get this chapter and the next up by Sunday, so as not to leave you all in suspense. Because while I'm working on the paper, I don't know when I'll have time for this.

_**Moonlight Becomes You**_

_Twelve – Corpse Puppet_

_November 4_

Lynnea gave the Hilton suite one last look over, making certain she'd packed everything. Her bus left at midnight, giving her four hours with nothing to do, but she wanted out of this city as soon as possible. Mr. O'Connell had acceded to her demands easily enough, and when Mr. Smith – Mondale – had given her the briefcase of money, it had all been there. But after all the effort they'd put in to making certain she didn't know who they were, she feared for her safety. Which was why she'd told Mondale that she was planning to stay in the city for a few more days to see the sights, but had bought a ticket for the first available bus out of the city. Now, she just had to persuade Bat to enter the cat carrier, and then get out of there.

The cat was on the king-sized bed, gleefully shredding the covers and leaving clumps of black hairs on the pristine white sheets. Since it was all in O'Connell's name, he'd be the one charged for the damage, so she let the cat continue his destruction while she grabbed a quick bite to eat.

She was stuffing a cold burger, the remains of a fast-food stop several days ago, into her mouth when Bat finished his work and padded softly over to his cat carrier, a resigned expression on his face. She opened the door to let him in, then covered the carrier with a cloth to make it less conspicuously a pet conveyance. She slung the strap of her duffel bag over her shoulder, then grabbed the briefcase of money. She wished she'd been given it earlier, before the banks closed; carrying that much money in bills made her uneasy.

She opened the suite door, and was about to go back to pick up the cat carrier when movement in the corridor beyond caught her eye. There were two men out there, trying their best to seem inconspicuous but failing miserably. One of them, she'd never seen before.

The other was definitely one of O'Connell's men.

Lynnea pulled back inside, shutting the door and locking it. _Shit, that was fast! _She couldn't believe that they were going to act here, now, in the Hilton. What was she going to do? She could walk past them; she didn't think that they'd dare kill her in the corridor. But she bet that they'd latch on to her, and _escort _her out of the hotel, to a cab or a waiting vehicle… If she stayed inside, they'd probably break in and kill her here. Riskier, but she bet that these men knew what they were doing.

Could she go out the window? There was a ledge beneath, and a fire escape that could be reached if she could get around the corner. But it was raining, hard, and the narrow ledge would be slick. She could fall to her death… which was preferable to being murdered, she supposed, but it would still get their job done. Lynnea shut off the lights, so anyone looking up wouldn't see what she was doing, then went to the window, throwing it open, and started to push out the screen. Rain soaked her instantly, slicking her hair to her face.

A vibration went through the wall, and she froze. _Was that thunder? _ She pressed harder, but the screen was strangely resistant. The wall shuddered again, and then again. _That's _not _thunder. But… what is it? _She strained her eyes trying to see through the rainy night.

A dark, three-clawed shape with an angry red glow at its heart slammed into the screen, tearing it away. Another gripped the top part of the window and tore, widening the hole and spraying glass and debris into the room. Lynnea fell backwards as a large shape pulled itself through the hole, and she choked down a scream. She scrabbled backwards, her eyes never leaving the horrific shape silhouetted by a bolt of lightning. She got her feet under her, tried to stand and _run… _But she wasn't fast enough to avoid the actuator's strike, which caught her in the throat and lifted her to her feet, pinning her to the wall behind her. She struggled to breathe, but her windpipe was being crushed and she was rapidly running out of air…

Dr. Octavius stared down at her, his eyes hidden by sunglasses but his expression clear even in the dim light. There was no rage in his face, only sorrow. "I'm sorry," he whispered.

Lynnea tried to force words past her constricted throat. If she could just tell him the truth, perhaps he'd leave her alone… or kill her with no regret at all…

The pincers wrapped around her throat squeezed harder, and dark spots danced in her vision. Her struggles ceased as the strength left her, and she felt her body go numb. It wouldn't be long now…

And then, with a choking cry, Dr. Octavius released her, and she slid bonelessly down the wall. The scientist went down to his knees, covering his face with his right hand. "I can't do it," he said, his tone anguished. "I can't!"

XXX

Lynnea's rasping breaths were the only sound for a long moment. Otto looked up, and saw her staring at him with wide, frightened eyes. She lay still, but Otto had the feeling that if she could move, she'd be running. And that hurt him, badly. She'd been – not close, but she'd been friendly towards him. The only person working for O'Connell who _wasn't_ worth killing. But what was he going to do now? He couldn't let her be seen alive; he didn't know _what _O'Connell would do. Could he say he'd come in and hadn't found her? Had anyone seen her that could refute this? Or did O'Connell's watchers _know _that he was here?

Speaking of the watchers… **_Father, there are two men outside the door. The odds that they are O'Connell's men come to check on us-_**

_I know… I don't want to hear it, _Ottosaid sharply. The door was locked, but it wouldn't take long for them to find a way in…

"What do I do?" he whispered. He didn't want to kill her.

"My… bag…"

Otto looked up. "Excuse me?"

Lynnea drew in another deep breath. "Bring… bag…"

There was a duffle bag by the door, next to a briefcase. There was also a covered box that was yowling at the top of its lungs, which Otto ignored. The upper left actuator grabbed the duffle bag and dragged it over, Otto all the while wondering what she wanted with it.

Lynnea unzipped it and fished around. There was a knock on the door, and Otto glanced up sharply. "They're here to see if I've done the job," he said. Lynnea didn't look up until she found a slim case, which she opened.

The padded interior was lined with vials. Lynnea selected one, squinting as she examined the label in the dark. Then she grabbed the one next to it and handed it to Otto. "Give this to me before twenty minutes is up," she said. She popped the lid on the vial she held and swallowed the contents.

The door opened, and Otto leapt to his feet, assisted by the actuators. His eyes were wide behind his glasses and he put his body between them and Lynnea, prolonging the inevitable as long as possible.

The first man brushed past him and stared down at Lynnea, who had fallen very still. Otto barely managed to hide his shock and horror; had that vial contained a poison? He glanced down at the vial he held, frowning. If she'd just poisoned herself, why order him to make certain she got it? _She's faking her death! _he realized. There were some chemicals that could have peculiar effects on the body, slowing or even stopping its functions. But an antidote would need to be administered as quickly as possible. Now he just needed to get rid of these two-

The second man yanked a gun fitted with a silencer out of his shoulder holster. Before Otto or the first man could stop him, he aimed at Lynnea. "You fool!" Otto yelled, instinctively lashing out with an actuator and hitting the gun. Otto didn't know if his strike caused the man to pull the trigger, or if that had been the man's intention the entire time, but Lynnea's body twitched as the bullet buried itself into her right shoulder. There was no other reaction.

"What are you doing?" Otto hissed.

"Why did you do that?" the gunman countered. The first man knelt, feeling under Lynnea's jaw for a pulse.

"I don't use guns," Otto hissed. "If you leave evidence of an attack, the police will know I was working with someone, and I thought O'Connell wanted to avoid that." His eyes were on the hole in Lynnea's chest; it bled sluggishly, but he knew that once he gave her the antidote, the wound could become mortal. _Assuming she's still alive… _He had to find a way to get rid of these guys and get her to a hospital. "Let me finish this," he said coldly. "Let me dispose of her body before the police find out she's been shot and trace the bullet." He straightened up to his full height, ignoring the pain in the injured vertebrae. "O'Connell wanted _me _to handle this."

The two men glanced at each other. "All right. You have half an hour to dispose of her body. If you aren't back in the van by then, we will report you to O'Connell." They left without a backwards glance.

The moment they were gone, Otto dropped to his knees, popping the lid of the vial and ordering an actuator to delicately pick up Lynnea and tip her head back. He poured it down her throat, and he waited, wondering how long before it took effect – if it took effect at all. "C'mon, c'mon," he whispered. But her body stayed far too still…

He gathered her close to him with his right arm, noticing how _light _she felt. That was bad, wasn't it? Within seconds, Otto was out the window, into the driving rain, Lynnea clutched to his chest. The actuators weren't slowed by the rain-slick surfaces, and they traveled as rapidly as they could across the hotel face. _Where is the nearest hospital? _he wondered desperately. He had twenty-five minutes to find one and get back…

Otto launched himself to the next building, crossing it rapidly and tensing to spring to the next. Something trickled down his hand, something warm. Not rain… Lynnea had begun bleeding profusely. And Otto's jerky motion was only making everything worse. He gritted his teeth and leapt to the next building, no longer caring who saw him. He cared only for getting her to safety before his time ran out.

Ten minutes passed, with still no hospital in sight. If it hadn't been getting late, Otto would have risked leaving her somewhere, a store or a hotel, maybe, where someone would be sure to find her and call the hospital. And alert the papers and let O'Connell know he hadn't done his job… But if he didn't find help soon, then she _would _be a corpse…

**_Father! It's _him! **Otto whirled, just in time to see a red-and-blue form alight on the cornice of the building. Otto had never been so happy to see the wall crawler in his life. Before Spider-Man could engage him with his normally witty banter, Otto said, "I need your help. _She _needs your help."

"What have you done?" Spider-Man asked, as Otto set Lynnea in front of him.

"They wanted me to kill her… she needs help!" he said desperately.

"Who, Doctor? Who wanted you to kill her?"

"Get her to a hospital! They can't know she's still alive. The First Avenue Mission – if she wakes up, tell her to go there when the hospital releases her!" He'd be able to find her there, and… and… "Just go!" he screamed. He had ten minutes to get back to the van, and he turned his back on Spider-Man, trusting the young man to take care of Lynnea rather than follow him and risk letting her die.

_We need to go as fast as we can, _he told the actuators. _I don't care how much it hurts me; get us back to that van before the time is up._ Pain lanced up through his spine as the actuators pushed themselves to their limit, moving at a speed that stole the breath from Otto's lungs and made his eyes water. He felt like he'd left his stomach back with Spider-Man, which was a lucky thing, since he'd probably have lost the contents otherwise. Mentally, he counted down the minutes as buildings whipped by him; the Hilton seemed so far away, he'd never make it…

Abruptly, the actuators released the building, and the unexpected free fall almost made Otto scream. Then a lower actuator grabbed hold of a ledge two storeys above the ground, jerking Otto to a halt. **_The van is below, _**the actuators said apologetically. They climbed down the last few feet to the van, which had opened the rear door in preparation for his return. He ducked inside, where one of the guards was waiting for him. "It's done," Otto said shortly.

The man glanced down at his watch, then back up. "With a minute to spare. Not bad. Mr. O'Connell will be pleased."

Otto collapsed onto the seat and struggled to catch his breath. Pain lanced down his arm, which had pulled loose during his mad flight through the city, and his entire spine ached. But he was more worried about Lynnea… He'd almost killed her, all because O'Connell had asked him to. What else would his employer demand he do before Otto could escape? He'd been lucky to fool O'Connell this time; what if he couldn't the next time?

XXX

_November 5_

Spider-Man swung in a lazy arc, eyes peeled open for a certain tell-tale sign. He hoped this wasn't a waste of time, but he was starting to wonder. He couldn't even be sure Dr. Octavius had come through this area; the papers had been curiously quiet on the subject of the eight-limbed villain.

When Octavius had handed him the girl the previous night, Spider-Man had been horrified at first. There had been livid bruises encircling her pale throat, and the front of her black shirt had been wet with blood. He'd been forced to yield to Octavius's demands; the woman had been in desperate need of medical help.

It had been frustrating to just let Octavius go. Spider-Man had been waiting for him to show up so he could try to talk to the scientist to see if his theory about a possible employer was true, but he'd been strangely absent. Mary Jane's efforts to dig up dirt on Quest or O'Connell hadn't been successful; the young director had taken his position a year ago, after the previous director had retired. No mysterious deaths, no rumors of threats, nothing. Oh, maybe O'Connell had gathered followers and forced the previous director from his position, but there was no sign of anything illegal.

It had occurred to Spider-Man that maybe the woman would be able to tell him something. If Octavius's employer felt the need for her to be silenced, then she knew too much. So he'd called the hospital, asking about her – only to find that she'd vanished. _She could be dead, _Spider-Man thought. They could have found her, finished what Octavius had started. She _shouldn't _have been able to walk out of there on her own.

But if she had, there was a chance that she'd return home and pack, and maybe he could catch her before she arrived. If he could _find _where she was from. He figured that Octavius had moved in a straight line, trying to find a hospital, so Spider-Man started by where he'd met Octavius the previous evening and swung through the streets, keeping an eye out for the path of destruction.

He almost turned around when he realized he was in one of the wealthier districts, but then he saw something on the face of the Hilton – a gaping hole where one of the windows should have been. Spider-Man's eyes narrowed. He corrected his trajectory so it swung him towards the hole and through it.

_Wow… so _this _is why people stay here, _Spider-Man thought. The suite was bigger than his apartment and MJ's combined. It also seemed far too empty; Spider-Man wondered if the girl had already been here, or if someone had taken her things away. _No, they'd have cleaned up the mess from the window, at least, _Spider-Man thought. He wondered if they even knew about the damage; the violence of the previous night's storm might have covered Octavius's arrival.

There was a desperate yowling sound, drawing Spider-Man's attention to a covered box. He ducked down and brushed the cover aside, opening the door before the crazed cat could hurt himself. It darted past him, running around with frantic _mrows. _Well, if she'd left her cat, then she'd probably come back, if she could…

Spider-Man sat on cross legged on the floor, away from the debris, where he could watch the door but wouldn't be immediately obvious to anyone entering. It could be a long wait, and he was prepared to stay as long as needed to get to the bottom of things.

The cat, after searching the suite, trotted back to him and hopped into his lap, rubbing its cheek against Spidey's masked face. Then it proceeded to settle in his lap with much kneading of claws. Then, with loud purrs that vibrated through his entire body, the cat fell asleep. _Okay… _He decided to just go with it, and began to stroke the cat's head.

He'd been lulled into a doze, but the moment he heard someone fumbling at the door, he was fully alert. The cat glanced towards the door, ears pricked, then went back to its slumber. Spidey wondered if that was a good sign. Slowly, the door opened, and a dark figure slipped inside. She turned, saw him, and tensed to run, but with a _thwip, _Spidey webbed the door shut.

"I'm not going to hurt you," Spider-Man said, staying seated. This would go better if she wasn't frightened.

Her skin was pale, making the bruises on her throat seem even more obvious. Her right arm hung at her side, and Spidey could see the thick padding of bandages beneath the too-large, obviously stolen clothing. "What are you doing here?" she whispered, her voice still hoarse.

"I was worried about you. I took you to the hospital last night with a gun shot wound, and then when I tried to check up on you, they said you were gone. You must be something, to be able to walk out of a hospital unchallenged with a gunshot wound."

Her hand was on the door knob, and she gave it an ineffectual yank. "That won't dissolve for another hour," Spidey continued mildly. "Since we're stuck here together, I'd like to ask you a few questions." She didn't respond. "Who are you, and why did Dr. Octavius try to kill you?"

The woman glanced around the ruin of her room, her gaze drawn to the empty space by her door. "Dammit," she hissed.

"Please," Spider-Man said. "I'd like to help. There might be another attempt on your life. If you would cooperate, maybe there's something that I can do."

The woman collapsed onto the chair furthest from Spider-Man and eyed her unwelcome guest warily. "My name is Lynnea," she said shortly.

Unhelpful, but it was a start. "Why did Dr. Octavius try to kill you?"

She stared off into the distance for a moment, then said, "Because I knew too much, so he was ordered to. He… he didn't want to." She sounded a little surprised at that. And maybe a little guilty…

"Who? _Who _ordered him to?" Spider-Man asked. He kept his voice gentle, despite his frustration at Lynnea's reluctance. There was something about her that made him tread carefully, as if she would bolt if he said the wrong thing. "Was it Quest Aerospace?" He hadn't wanted to drop names, thinking perhaps she'd just agree to shut him up, but he was getting desperate.

She pursed her lips, and he wondered if she was going to refuse to talk. Then, she sighed. "It was a man named Steven O'Connell, the director of Quest Aerospace, yes. He's been using Dr. Octavius to carry out his dirty work."

"Why would Dr. Octavius work for them?" Spider-Man asked. This was the part he didn't understand.

Her expression was uneasy, and she refused at first to meet his eyes. Spidey frowned. When she spoke, it was so softly that he thought he hadn't heard her correctly. "They have his wife."

"His wife is dead," Spider-Man said. "I watched her die. Do you mean that they have someone they're passing off as her, to get his cooperation?"

Lynnea's face was closed, and she looked as if she was in the middle of some internal debate. Finally, she said, "I don't see any reason not to tell you. The men who shot me _took_ the other half of my money. My silence is no longer paid for. I'm what you would call a re-animator. I was hired before Halloween to bring Rosie Octavius back from the dead."

Spidey gaped, though she didn't see it. _She's nuts! _he thought, examining her more closely. She _did _seem to have a Goth look to her; had she really deluded herself into thinking that she could bring back the dead?

But… if she was just a harmless crazy, why try to kill her? "A… re-animator," he repeated, and he winced at the sarcasm he just couldn't suppress. "You mean, you raise zombies?"

Lynnea sighed. "They're called corpse puppets. A zombie is a decaying, brain-eating creation of Hollywood."

"Ah, well, my mistake."

Lynnea raised her eyebrows. "So, the guy who defies the laws of physics by swinging around the city in spandex doesn't believe in re-animating?"

Spidey bristled. "I don't think it's quite the same thing," he began. But all the while, he was thinking over what Lynnea had told him. There were ancient stories of voodoo practices and zombie-raising, and other variations of raising corpses, all over the world. It was easy to dismiss them as horror stories… But what if it was true? He'd _seen _this so-called Mrs. Octavius for himself, after all, and the resemblance was startling – except for the empty look on her face… "So, O'Connell had Mrs. Octavius reanimated with the intention of controlling Dr. Octavius?" The thought chilled Spider-Man. If it were true, and Dr. Octavius thought his wife was in danger, there was nothing he wouldn't do to keep her from harm… "But why doesn't he suspect anything?" Spidey wondered. "Dr. Octavius isn't stupid; wouldn't he see that there's something wrong? Surely a re-animated body would show some sign that there was something wrong!"

"You mean, like, if her skin was decomposing or something? A corpse puppet isn't like that. While animated, it doesn't decay, it doesn't shamble around with its arms extended seeking fresh meat. A corpse puppet is an empty shell, bound by blood to a controller – in this case, O'Connell. It doesn't have any memories or… or _most_ emotions." Something about that phrasing made Spider-Man shudder. "Most people wouldn't accept that she's alive – but how many people do you know who'd just be so happy to see their loved ones alive that they don't notice the obvious? O'Connell told Octavius that she was seriously wounded in the accident and has amnesia, and he's just so desperate that he believes it."

She sounded so _callous. _"And that doesn't bother you?" Spider-Man asked.

Lynnea shrugged. "I've been re-animating for quite awhile," she said, unapologetic. "I've done it for people who want to blackmail rivals, or terrify underlings. I've even re-animated a woman for some guy who wanted to use her for pleasure. As long as I get paid, I don't _care_."

Spider-Man was stunned. "That… that's _sick!"_ he said. "What gives you the right to do this?"

"They're _dead,_" she said. "The souls are long gone. They aren't the people they were in life, they're just… empty. Puppets."

There was something she wasn't telling him; he could see it in her face. "If they're empty, why are they so effective?" he asked. "Even someone blinded with grief should eventually see that there's _something _wrong."

She suddenly seemed unable to meet his eyes. "Something about the process leaves them with the ability to feel fear. And pain. If a corpse puppet is wounded, it _will _feel it, and it _will _bleed. It's why they make such effective tools against one's enemies."

_I think I'm going to be sick, _Spider-Man thought. How could anyone do this? He tried to imagine someone using Uncle Ben's body against him, how effective it would be, even if he knew that it wasn't Ben anymore.

He fought down his disgust. "So, O'Connell wants you dead so you won't tell anyone about this?" he asked.

"He did go to great lengths to keep everything anonymous, until Mrs. Octavius got frightened by the, er, actuators and I had to fix that. He brought me to Quest, and I went from knowing nothing to pretty much everything. He kept me on to act as a nurse, just to see if Dr. Octavius would trust me more than he would O'Connell. But I think he decided to kill me because of what I saw," she said. "I don't know why he thought I'd talk; I'm paid for my silence, and I wouldn't betray a contract unless I'm betrayed first. They don't want Dr. Octavius just for random acts of violence; they're using his research to give the army. And," she frowned, her nose wrinkling as if she was trying to remember something, "before they let me go, I saw papers on O'Connell's desk. I think they're not satisfied just having Octavius work for them; there's something they apparently can't learn from his notes, and they need to dissect him for that."

Spider-Man digested this thoughtfully. Octavius's accident had had completely unexpected consequences, including the unique interaction between his brain and the AI. These unexpected consequences could have other uses, if they could be duplicated. "There's no way Dr. Octavius would let them do that, though, right?" Lynnea asked, and for the first time, there was a hint of concern in her voice. So she had feelings, after all…

"I think Dr. Octavius would do anything to save his wife," Spider-Man said softly. "Even let himself be taken to pieces."

Lynnea looked as if she couldn't understand how anyone could feel that strongly. "Then I'm glad I faked my death in front of the men sent to check on Octavius, or he might actually have killed me, after all." She gave Spider-Man a piercing look. "Why do you care, anyway? Aren't you two foes?"

Spider-Man didn't quite know the answer to that. "He saved my life. If someone doesn't get him out of this, his is going to be in danger."

"Then have him try to see Mrs. Octavius during the day," Lynnea offered. "Corpse puppets are dormant during the day – they're only active at night, and at their best when they're under the moonlight. If he sees her as a corpse during the day, then he'll know the truth."

That was about all he needed to know. Spider-Man brushed the protesting cat off his lap, and, disgruntled, it padded over to Lynnea, who scolded it and called it a traitor. "Grab your things," he said.

She looked up, shocked. "What?"

"O'Connell's men may think you're dead, but there's a chance someone will see you. I'm going to take you somewhere." He'd checked out the First Avenue Mission the previous night, just in case it was some hideout of Octavius's, but it had been just what the name had said – a mission, where the homeless could receive help. He didn't know _why _Octavius thought it was a good place to bring the girl, but he had to admit, she would be safe.

"Wouldn't it be safer for me to just leave?"

"O'Connell tried to kill you," Spidey said. "Don't you want to help stop him?"

Lynnea shook her head, then reconsidered. "It would be satisfying to bring him down," she admitted. She shoved Bat into his carrier, then threw the strap of her duffle over her good shoulder and grabbed the carrier in her left hand. "Okay how are we-" she began, then shrieked as Spider-Man's arm encircled her waist and with a leap, they were soaring out the window.

XXX

Below, a man leaning casually against the wall of another building shaded his eyes, trying to make out what the red-and-blue figure was carrying. It looked like a woman…

It seemed that O'Connell had been right to have them watch the hotel, after all. The man pulled a cell phone out of his pocket and dialed the familiar number. His boss answered on the second ring.

"The target is still alive. Dr. Octavius failed."

To Be Continued…


	13. Failure

Disclaimer: O'Connell and Lynnea are mine, as are the Random Quest Employees. Everyone cool, though, belongs to Marvel, and no profit is being made from their use. And suing would be a bad idea.

Author's Note: I'm rather shocked so many people were surprised Rosie was a mindless zombie. I thought that, if anything, I was being _too _obvious. But maybe that's because, as the author, I already know most of what's supposed to happen? Well, whatever the reason, I'm glad you haven't all sent me hate mail for doing this to Otto and Rosie. And I'm also rather surprised no one said they despised Lynnea after the last chapter. I mean, when you think about it, what she does is pretty despicable, though I assure you that she has her reasons.

_**Moonlight Becomes You**_

_Thirteen – Failure_

_November 5_

The metal case took two men to carry; Otto lifted it with one actuator. The two muscle-bound guards looked disgruntled to be shown up by an out of shape scientist, and Otto had to hide a grin. Despite the fact that he didn't _want _to be this way, there was a certain satisfaction to be found in finally being the strong one. And a little display of the actuators' strength served as a reminder that he was _not _to be taken lightly.

"I hope you find them satisfactory," O'Connell was saying as Otto undid the catches and popped the lid. "We used a different alloy. They're just as strong as the old ones, but they're lighter." Inside the case, nestled in slots in the Styrofoam padding, were about twenty bell-shaped segments, most of them the same size but with four of them slightly wider. There was also a closed tear-drop shape as long as his forearm and wrapped in plastic. Otto worked one of the segments free and tested its weight in his hand, then held it to the upper left actuator to examine.

The case only contained the metal exoskeleton that would be used to repair the upper right actuator; the sophisticated internal electronics would take more time to build. Otto lifted the pincer head carefully – the separate pieces were only loosely connected just to show that they fit; it couldn't be completely reassembled until after repairs were complete. Everything seemed to be in order, and the upper left couldn't find any flaws in the metal. There was only one thing about it… "Why is the metal black?"

"Like I said, it's a different alloy, and apparently something about the forging process changes the color. I'm sorry; I had no idea you felt so strongly about color coordination." O'Connell snorted. "The electronics are going to take longer. We're assembling them ourselves, since I don't want anyone else to see the plans we're building from, but your designs are like nothing we've seen before. Don't be surprised if I come in with a frantic scientist in tow who can't figure something out."

"Wouldn't it be easier to just let me build, instead of trusting these people not to get something wrong?" Otto asked. He had a nightmarish image of the actuator malfunctioning just when he needed it most. And besides… he had no intention of waiting around that long for working actuator parts.

"And let you work with hi-tech equipment, doing something we don't understand well enough to supervise to make sure you aren't building a bomb or something?" O'Connell smiled faintly. "I'm under no illusions about your loyalty to Quest. No, I think you serve us best either working with computers or doing the dirty work."

Otto's hand started to tremble, and he carefully replaced the pincer head. _Dirty work… _What was he going to do when O'Connell asked him to kill again? He doubted his attack on Lynnea had been a fluke – it had more likely been a test, to see if he could kill anyone if O'Connell asked. How long before Otto was sent after someone like Harry Osborn, to finish what Otto had started with OsCorp? What if Otto was forced to systematically ruin every major competitor of Quest in the country? Millions of dollars would be lost, not to mention thousands of jobs. And he doubted O'Connell would hold back; from his casualness, Otto had received the impression that O'Connell had been involved in sabotage before.

There was a buzzing sound, the noise of a cell phone set on vibrate rather than ring. O'Connell turned from Otto and walked to the other end of the small suite. Otto ignored the director as he continued to examine the pieces of his new actuator. He'd have to take these when he left. There had been spare parts in his lab, but they'd likely been seized when OsCorp had raided his home. Forging new parts himself would be nearly impossible. _Just what I need; something else to complicate my escape._

O'Connell came back, and there was a peculiar expression on his face. Something… flat, dead. He gave Otto a thin smile and said, "If you'll excuse me, there's something I need to attend to."

Otto nodded distractedly, totally missing the dangerous glower O'Connell shot him before shutting the door behind him.

XXX

"You're certain?" O'Connell demanded as soon as he saw the man he'd set to watch Lynnea's suite. The man, dressed in his nondescript stakeout clothing, looked out of place in O'Connell's luxurious office, though he'd had no difficulty making himself comfortable.

"She was being carried out by Spider-Man, so it was hard to see, but it looked like her." The man handed O'Connell a couple of photos, slightly blurred with the motion of the vigilante but O'Connell could see the young woman he carried well enough. Digital cameras these days were remarkable, O'Connell thought mildly. Well worth their cost…

"I thought you said she had no pulse. And that when she was shot, she didn't react."

The man shrugged. "I don't understand it, myself. But she's alive, and I'd be willing to bet Octavius knows it."

_Yes… _For someone who was surprisingly reluctant to kill, even after all that society had done to him, Otto had been very insistent on finishing the job himself. O'Connell had found that suspicious, which was why he'd set the watch. O'Connell flicked on his intercom. "Have Dr. Mason come to my office," he said shortly, then closed the line. "It was only a matter of time before he pulled something like this," O'Connell said, mostly to himself. "Do you know where the girl is?"

"I tried to follow, but Spider-Man doesn't take normal routes, and he isn't bothered by rush hour traffic." Now the man sounded chagrined, as if he _should _have been able to follow. "She could be anywhere right now, even out of the state."

"Hmm." Inconvenient, but at least Lynnea was out of his hair. And it wasn't as though she could go running to the authorities… Question is, what, if anything, had she told Spider-Man? And would Spider-Man act on it? The wall-crawler couldn't go around telling stories about Quest and expect to be believed, but it would be bad press all the same. _That _would be a problem. He'd have to call his media contacts to watch and have them do damage control in case someone talked. And hadn't Spider-Man been seen at OsCorp the night of the robbery? Perhaps someone could hint to Jameson that he and the Green Goblin were working together to take down the city's major corporations.

"You did what you could," O'Connell said. "With Spider-Man, normal methods don't apply. You did well, thank you." The man took that as a dismissal and stood up, shaking hands with his boss before leaving.

While he waited for Dr. Mason to arrive, he considered his problem. What was he going to do with Octavius? He couldn't let the scientist get away with this…

The office door opened, and a pretty middle-aged blond woman entered. Her hair was slightly unkempt and her lab coat was rumpled, and O'Connell smiled in approval. Clearly, she'd taken him seriously when he'd told her to work through the night if she had to. "Did you do it?" he asked her.

"They're finished," she told him. "We have no way to field test them, of course, but they'll do the job."

"You'd stake your life on it?" O'Connell asked. Dr. Mason wasn't put off by the question; she knew that if her project didn't work, it could come to a matter of life and death.

"They'll work," she said confidently, but with no arrogance.

"I'll be taking them tonight," O'Connell said. "You may go." The woman nodded and left, anxious to get back to her lab. Really, she'd probably never leave if she didn't have to; she'd delved into Otto's theories with the enthusiasm of a child with a shiny new toy.

Well, if Otto continued to disobey, she'd have much, much more than the theories and blueprints. O'Connell wasn't ready to lose such a valuable tool yet, which was why he was going to have to do something drastic to bring the doctor to heel.

XXX

After a quick check to make certain his mask was stuffed in his jacket pocket, Peter left the alley mouth where he'd changed and jogged the short distance to the library. Mary Jane was waiting for him on the steps, and she smiled when he appeared and fell into step beside him. "I was wondering if you'd show," she said. "Since you're late, does that mean you had some luck?"

"Some, yeah," Peter said, though he hadn't yet decided if that luck was good or bad. He glanced around, looking for somewhere to sit that was private. Spotting an empty corner, he escorted MJ to the table and chairs set up for the library patrons. "The woman I helped last night did go back to her hotel suite; I don't think she would have, but she had a cat and wasn't willing to leave him behind.

"She took a bullet to the shoulder and still made it back under her own power?" MJ whistled. "I'm impressed."

"So am I, though I think she was strongly motivated by the fact that someone is trying to kill her, and she needs to get out of the city before they do." He wondered if she'd stay put at the mission, where he'd left her, or if she'd actually try to leave. She seemed to realize she was safer there than at a bus station or airport, but if she was truly frightened, she could do something stupid. "She wouldn't tell me much, but it seems Dr. Octavius _does _work for O'Connell and Quest Aerospace." Here, Peter hesitated. He still didn't believe Lynnea's story, but he had to admit that Dr. Octavius was behaving as someone with a loved one held hostage.

"By force or choice?"

"Lynnea – the woman – told me something rather peculiar," Peter said carefully. "I'm not sure what to think. She claims that she re-animates the dead for money, and that she raised Mrs. Octavius so O'Connell would have leverage."

"A _zombie?" _ MJ snorted in disbelief.

"She called it a 'corpse puppet,' but they're essentially the same thing." Peter smiled weakly. "She seems to really believe it – and that woman does look like Mrs. Octavius. I want to see her again to be sure – but even if she isn't, and this is just some look alike, it's still enough to manipulate Dr. Octavius if he doesn't know." Here, Peter's face hardened. "It's _cruel _to do this to him, MJ! And do you know what they want to do with him when they're done? They're going to cut him apart, to see how his bond with the actuators works! They'll cut him to pieces, and he won't do a thing as long as he thinks they have his wife!" A couple of library patrons glanced over at their table, and Peter flushed when he realized how loud he'd gotten. But he couldn't let them hurt Dr. Octavius.

MJ's face was white. "They… they'd do that? What would they gain?" Then her expression changed and she somehow managed to go even paler. "Peter, could they come up with some kind of mind control?"

_That _brought the rapid flow of Peter's thoughts up short. "What?"

"You told me that Dr. Octavius did everything he did after the accident because the tentacles' AI drove him to, right? Even though it's not something he'd do normally? Could they make a device that emulates that?"

The ramifications of such a device made Peter feel suddenly weak. _A mind control chip? Could Quest actually be considering something like that? _And another thought struck him: There were always conspiracy theorists who claimed the government had mind control devices, and here Quest _had a contract with the military! _"I… I don't know… I mean, I suppose it's possible… I don't know if they'd go that far…" But the possibility was there, and if the army didn't use it, _someone _would. "I need to get Octavius out of there before that happens," Peter said. He remembered what Lynnea had told him: To have Otto see his wife in the daylight, and he'd know the truth. Even if this 'corpse puppet' thing was nonsense, getting Dr. Octavius to see her _would _go a long way towards convincing him that O'Connell didn't have his wife.

"Poor Dr. Octavius," MJ said softly. "Peter, what if it _is _his wife, though? I mean… what if Lynnea wasn't lying?"

"Why, have you heard of something like this before outside of a horror movie? Though, if this _was _a horror movie, this is where you would conveniently me you've heard tales of corpse puppets before from some occult book you read for no apparent reason and also know that the only way to stop one is by a silver bullet or something," Peter said, attempting to lighten up the mood. If he let himself think too much about this, he'd probably frighten himself.

"I wish… It _would _be convenient to be the girl who has all the answers instead of the screaming damsel in distress," MJ said. "Though I should point out, silver bullets are for werewolves, not zombies. So unless Doc Ock goes furry every full moon, then you don't have to waste your time trying to find a silver bullet."

"There, see? You do know things!"

"Only because I've been sent about fifty low-budget horror movie scripts," MJ said. "Directors seem to figure that the actress who's been saved by Spider-Man so many times would be a good candidate to be a screaming, helpless victim in a monster movie. Just how I want my movie career to begin." She sighed.

"You're welcome for saving your life all those times," Peter said dryly.

"Still," MJ said, and her face was serious again. "A number of them were zombie films, and a lot of them seem to have similar elements. And everyone's heard tales of voodoo priests and zombies. I know Hollywood changes things, but could there be some basis in fact?"

"That's what I'm going to be looking up today," Peter said. "I was hoping that, by talking to Lynnea, all my questions would be answered and we could skip the library and go out to dinner. Instead, she left me with more questions. Time to raid the occult section, to see if there could be any truth to this. And I'm going to have to swing by the Quest building tonight to see what I can." He ran a hand through his hair in frustration. "At this rate, we're never going to go out to that romantic dinner I promised you."

"That's all right… I've learned that depending on you for food is better than any diet," MJ joked. But the smile she wore was strained, and she threw herself into her research with as much determination as Peter.

XXX

Showering wasn't much fun when you had to keep your arm completely immobile, but Otto managed it without soaking the bandage too much. He didn't spend much time in front of the mirror; the pale, gaunt face with its hollow cheeks and sunken eyes that stared back worried him. Despite O'Connell's care, he looked _worse _than he had before arriving, not better. The only improvement that he could see was that he was clean. Otto hastily combed his hair, wondering if he should just cut it off now that it was long enough to curl and tangle, then went to dress.

He was just doing up the buttons of yet another mangled shirt when the actuators informed him that several people had just entered the suite. Otto gave up on the buttons and went to see what O'Connell wanted.

He knew it wasn't good when he saw the expression on O'Connell's face. He was flanked by twice the normal complement of guards, including Warren. O'Connell's mouth was a thin line, and his jaw was clenched. But it was his eyes that chilled Otto; a stormy grey that held a promise of violence. Something had _enraged _O'Connell, and this control of his anger was far more frightening than a loss of temper. _He knows! _ Otto realized. Otto would have to make a move, now, before things got-

"Do it." O'Connell's voice was devoid of emotion. A man standing beside O'Connell held up a black box of some sort and pointed it at Otto. And suddenly his world twisted upside down as, for a split second, the actuators screamed in his mind and then went completely dead. Otto didn't realize he'd blacked out until he felt the floor under his face, tasted blood from the impact, and realized he'd fallen. Worse, there was a crushing weight on the small of his back, and an intense agony like nothing he'd ever felt before centered in his spine.

Worst of all was the silence in his mind. The actuators were _gone _from his mind. Otto looked up at O'Connell, too hurt to even attempt to stand. O'Connell gestured to the black box. "EMP," he said roughly. "I'm sure I don't have to tell you that it's hell on electronics. The fact that it knocked you out was an unexpected bonus."

Frantically, Otto searched the depths of his mind for some sign, _any _sign, that the actuators were still with him. But for the first time in months, he was completely alone in his head. It wasn't the welcome feeling he would have expected.

O'Connell knelt down and pulled one of the still actuators towards him. Otto wondered just _how _long he'd been out; the actuator had been fitted with a dark ring that fit just behind the base of the pincers, an area filled with several of the more sensitive electronics. He bet the others were fitted with similar cuffs. "Don't worry, the EMP is only a temporary thing. However, I had Dr. Mason whip these up, just in case. They scramble the circuits in the actuators, shutting them down completely. If I shut down the cuffs, they'll come back to life, but I can't trust enough to let you walk around with them free anymore." O'Connell pushed the actuator away and got to his feet. Otto got his good hand and his knees under him and tried to get up, but now that they weren't carrying their own weight, the actuators were heavy. And now that they couldn't block his pain receptors, the agony was excruciating. It took all he had to struggle to a sitting position.

"You should have killed the girl, Dr. Octavius," O'Connell said. "Believe me, if you knew here, you'd see her life isn't worth this. In fact, you'd probably _want _to kill her. Did you know she's got a criminal record? Attacked a guy with a knife several years ago, took his eyes out among other things, and I believe he's still in and out of the hospital for it. She ended up getting off on a technicality, though she's spent time in a mental hospital."

Otto flinched, but then he thought of the voodoo doll, which had had several needles centered in its eyes. It figured O'Connell would consider rape a 'technicality.' "And now," O'Connell said with feigned sadness, "I'm going to have to show you what it means to fail me. Hold him," he told Warren, then turned to another guard, saying something that Otto didn't catch. Otto gasped as Warren yanked him roughly to his feet, digging the point of his gun painfully into the base of his neck. The actuators pulled at his spine, and it felt as if it was going to be ripped out of his back.

O'Connell had begun rummaging through the kitchen doors when two more guards arrived. Standing between them, showing no curiosity in what was going on around her, was Rosie. Otto suddenly forgot his pain as he realized what was about to happen… "Don't hurt her," Otto pleaded, his voice cracking.

O'Connell looked up. "I'm not the one hurting her; you are. Your refusal to carry out a simple task has made this necessary." He withdrew a large knife from the drawer, then gestured for Rosie to be brought over to the table. Otto tried to break free from Warren's viselike grip without success; another guard came over and roughly grabbed Otto's wounded arm, forcing a yelp from the scientist.

The director took Rosie's left hand and spread it out on the table. She watched expressionlessly, until O'Connell waved the knife in front of her face. Then, for the first time since she'd reacted to Otto's actuators, Rosie showed some sign of life. Her eyes widened, and with understanding came fear. She tried to pull back, but she couldn't break from O'Connell's hold. "Hold her," O'Connell told the guard next to him. The guard obeyed, freeing O'Connell.

_He's bluffing he's bluffing he has to be bluffing! _Otto's heart hammered against his ribs and he found he couldn't breathe. _This can't be happening…_

O'Connell raised the knife. Their gazes met, and the director's eyes seemed to bore into Otto. Then the world slowed around Otto as O'Connell looked down, and the knife began to slowly, slowly fall… Otto heard himself scream "No!" as he tried to break free from the guards' grip, but they were prepared for him to fight, and the guard on the left twisted his wounded arm and brought Otto up short. He could only watch helplessly as the knife descended with agonizing slowness… And then there was a sickening crunch, and the sound of screaming…

Rosie yanked her hand back, screaming all the while as O'Connell ordered his guards to get her fixed up. He seemed unmoved by the stares of the guards around him, who clearly hadn't expected their boss to do his own dirty work. Otto didn't see any of this; he couldn't tear his eyes away from the two thin, pale shapes lying on the table in a pool of blood – Rosie's pinkie and ring finger, severed just below the wedding band that still decorated the digit.

Something snapped inside Otto, and he found the strength to ignore his pain. "You monster!" he screamed, lunging forward so unexpectedly that both guards lost their grips on him. Otto reached out with his right hand, intending to crush the life from O'Connell, when something – probably the butt of one of the guards' guns - cracked against the back brace, and his whole body seemed to go momentarily numb. Otto cried out as he toppled face forward at O'Connell's feet.

O'Connell knelt down, so his face was slightly above Otto's. "I told you I'm a dangerous man, Doctor," he hissed. "Fail me again, and your precious Rosie may not survive another encounter." He stood, picked up the severed fingers in a handkerchief, and didn't even glance back at Otto as he led the guards out of the room.

Otto made it up to a sitting position, but his shaking limbs couldn't handle anymore. He could only sit, trembling, his eyes on the pool of blood and the wedding ring that had fallen from Rosie's finger.

To Be Continued…


	14. Breaking Down

Disclaimer: All Spider-Man characters are property of Marvel. O'Connell is mine.

Author's Note: Sorry this chapter took awhile to come out. Not only did I not plot too far ahead after chapter thirteen, but I had a seven-page term paper due last Monday, and that took all my time during week. Now that that's done, I should be able to go back to a more consistent update schedule. Hopefully. I think this fic is going to end up being about twenty chapters long, so I'm sort of close to being done! Yay! And after this chapter, things will start to look up for Otto. Except for the fact that his wife will still be dead.

_**Moonlight Becomes You**_

_Fourteen – Breaking Down_

_November 5_

Lost… he felt so lost… Otto didn't know how long he'd sat on the floor, actuators spilled across the tile around him. Everything from the time after the knife came down with a sickening _crack _was a complete blank. He was numb, not feeling any of the crippling pain that wracked his body, not feeling much of anything beyond the dull ache in his heart. _Rosie… Oh, God, Rosie! _Otto buried his face in his hands. He'd failed her, and now she was hurt and frightened and alone… It was his fault, all his fault.

His palm was warm, wet, and Otto drew it away from his face. He half expected to see tears streak the skin, even though he didn't feel as if he'd wept. But it wasn't tears; his right hand was covered with blood. He blinked slowly, staring at it with puzzlement. He couldn't remember what he'd done to rip the wound on his palm back open. He glanced around, noticing bloody smears on the floor around him. Only then did he realize that his hand was swollen, with one of his fingers slightly askew – he'd beaten his hands against the floor until they bled. The left wasn't so bad; his wounded arm must have given out during his insensate beating.

It wasn't all his blood, he realized after a moment. Rosie's wedding ring was lying on the floor in front of him, and a glance at the table showed a handprint where he'd snatched it out of the pool of blood. Rosie's blood… Otto's hand shook as he picked up the thin gold band. It was the only ring left; his had been torn from his finger when the fusion device had magnetized. He closed his swollen fingers around it, and his hand began to shake.

…**_Father…_**

The voice was so soft, so hesitant, that Otto thought he was imagining it. But when the plaintive voice repeated that single word, Otto glanced downwards. The actuators were still rendered lifeless by the cuffs around their pincers… except for the broken upper right, which unexpectedly shifted against his back. Apparently, O'Connell hadn't seen the need to immobilize something that had appeared to be broken and lifeless. Why had it come to life now? He'd thought it had been shut down. No matter; Otto just couldn't make himself care.

…**_alone… _**It sounded as lost and confused as Otto felt. **_…why? _**

Otto didn't have the strength of will to explain. He just slumped further, and the actuator shifted closer, as though seeking comfort Otto couldn't offer. Otto wanted to push it away; it was just a machine, it didn't understand pain! It couldn't feel anything like the despair Otto felt. Why should he comfort it? Just a machine…

…**_Father? _**It wrapped around his torso, the broken end curling against his chest. Otto tried to ignore it, but its confusion battered against his defenses, breaking through his walls. **_What… what is wrong? _**

_The others are blocked, _Otto thought angrily. _They can't speak or move. Leave me alone._

**_No… _** Now there was frustration in its voice. **_You… Something's wrong… _**The broken end brushed his face, the protruding wires scratching his cheek roughly.

It was concerned about _him_? _O'Connell hurt my Rosie, and it's my fault. _Unbidden, his mind replayed the memories of O'Connell first taking out the actuators, then bringing in Rosie and _hurting _her… Her screams still echoed in his mind. _And now I can't escape. Rosie's hurt, and I'm totally helpless. _Otto drew his knees up to his chin. _Leave me alone. Leave me alone! _He batted the actuator away, and it curved away slowly, reluctantly, then settled between two of its siblings, reminding him strangely of a young animal nuzzling up to its dead parent.

Otto opened his fingers and stared dully at the ring. **_We… we will hurt him… _**the actuator said softly. **_He will pay…_**

XXX

_November 6_

O'Connell glanced at the monitors mounted on the security room's wall, then turned back to the guard who'd had night duty. He took a drag from his cigarette before asking, "Well? What did he do?"

"Absolutely nothing," the guard said, sounding almost disappointed. The door to the guard room opened, and O'Connell watched Mondale enter out of the corner of his eye. "He spent the entire night sitting on the floor sulking. He had a fit after you left, beating his hands on the floor and screaming, but after that, nothing." The guard rubbed his eyes. "And here I was hoping to see the famous Doctor Octopus in action."

"Consider yourself lucky you didn't," Mondale said. O'Connell frowned at the other man.

"You can go," O'Connell told the security guard. The man nodded and stood up, stumbling off in the general direction of the break room with its coffee machine. "What do you think?" O'Connell asked Mondale, gesturing to the camera that showed Dr. Octavius sitting on the floor where he'd been left, staring ahead sightlessly.

"He looks… broken," Mondale said. "You pushed him too far."

O'Connell shook his head. "No. He looks bad now, but next time I order him to do something, he'll do it. All the while, he'll be thinking of ways to escape, and to kill me, and that rage will help him overcome this."

"This can only end when one of you is dead," Mondale said.

"I know. That's why I'm taking every precaution to make sure that this ends with him under a doctor's knife. If he weren't still useful to me alive, I'd do it now while he doesn't have the will to resist. He won't be the last man standing."

"You don't seem too confident about that," Mondale said delicately.

O'Connell snapped, "Why do you say that?"

"You're smoking. You only smoke when something's really worrying you," Mondale pointed out.

O'Connell glanced down at the offending cigarette. "I suppose you're right. Who wouldn't be a little nervous?" He smiled hollowly. "But there's no turning back now. Dr. Octavius is going to make Quest millions, and I won't let cowardice prevent me from getting all the use out of him that I can before disposing of him." His gaze returned to the monitors, and he studied Octavius's listless form. _Broken… _It was an apt description. But O'Connell knew it wouldn't be long before his emotional turmoil gave way to rage – and despite the doctor's reluctance to kill, O'Connell had no doubt Octavius wouldn't hesitate to murder him in cold blood. He suppressed a shiver at the thought of those magnificent actuators tearing through him, ending his life slowly and painfully, mercilessly.

Two weeks. O'Connell was going to give Octavius two weeks to complete his work at Quest Aerospace… and then he had to die.

XXX

Otto finally managed to crawl into the bathroom. The weight of the actuators seemed to be chaining him to the floor; he couldn't find the strength to get to his feet. The upper right stayed lying with its brethren, either because it had shut down again, or it had been stung by his earlier anger and was being careful not to draw attention to itself.

Only when Otto reached the bathroom did he try to stand, using the sink's porcelain rim to support him as he pulled himself up. The actuators threatened to pull him back down, and he wrapped his fingers tightly around the edge, ignoring the protestations of his swollen fingers, or the bite of the metal in his palm of the ring he still carried. Once he no longer felt as if he would fall over, Otto set the ring on the sink's ledge, then carefully began to wash away the blood from his face and hands. The wounds on his right hand were painful, but nothing he couldn't live with. He wrapped the hand in gauze, then opened the medicine cabinet and extracted a bottle he'd been ignoring.

His doctor at the clinic had given him painkillers, strong ones. Otto hadn't wanted to use them, not wanting to be on drugs when he made his escape. And since the actuators had dulled the worst of the pain, he hadn't felt that he needed them. Now, though… The pain was excruciating, and it shocked him to realize that most of this pain came from the initial accident several months ago. Deep down, he'd known that having over a hundred pounds of metal fused to the spine would hurt; he just hadn't been aware of just how painful it really was. Otto clumsily opened the bottle and swallowed two of the pills dry.

He just stood there for several minutes, leaning on the sink and staring sightlessly down into the basin. _How could I let this happen? If I had just done what O'Connell wanted… killed the girl… _A tremor rocked his body. _I've killed before. It should have been easy. I should have just snapped her neck and been done with it. It would have been quick, painless. Merciful. Nothing compared to what happened in the hospital room. I knew Rosie's life was at stake; why, why, _why _did I hesitate? _

A memory of Rosie sprang into his mind; that first night he'd seen her, when she'd seen him, seen the actuators. That look of horror on her face was burned into his retinas. If she'd feared him then, how would she react if she knew he'd killed for her? Perhaps it wouldn't really impact this strange, listless being that Rosie had become, but when her memories returned, and she was _his _Rosie again, how would she have reacted? His Rosie was gentle, loving… if he'd been forced to kill for her, something would break inside of her. And the horror on her face would have been joined by fear, and perhaps even loathing. Even if she said she understood he'd been forced to, there was no changing what he would have done. _I will not harm an innocent life for Rosie… I can't… _It was a lose-lose situation; obey O'Connell's orders and perhaps lose Rosie forever, or disobey, and watch her die again, _truly _die.

Otto didn't think he could survive watching her die again…

_What do I do? _he thought despairingly. Escape was no longer a viable option, not without the actuators functioning. Now he was as weak as a normal human – no, worse; a normal human wasn't carrying over a hundred pounds of metal on their spine. He'd be helpless when O'Connell's guards came after him. If he couldn't even save himself, there was no way he could get Rosie to safety…

He doubted he could even free the actuators, not without O'Connell knowing. The director had probably wired in a bomb to go off the moment the cuffs were removed or deactivated, or at least had an alarm installed so that he'd know Otto had disabled them. Even that would be enough to ruin his escape; Otto wouldn't be able to survive a hundred gunmen, even with the actuators at one hundred percent.

_I don't know what to do anymore! _For the first time since he'd found out Rosie was alive, Otto began to wonder if he should just take his own life. It would be easy now, without the actuators to stop him. O'Connell wouldn't be able to use him, and without him, there'd be no reason to hurt Rosie. It would be so easy, just to take one of the butcher knives, perhaps the same one that had mutilated Rosie, and just end it all right now…

_**No, Father… Please…**_

So it seemed the upper right hadn't shut down, after all. **_Don't… don't do that… _**it said haltingly. **_We… we still function. We… we will help you!_**

Otto cocked his head as the actuator slid over his shoulder. Its use of 'we' threw him; could the actuators still be active and working to break free, after all? No, that wasn't possible; if there had been any sign of life, he would have felt it in his mind. There was nothing going on in those gaping wounds where the other three actuators had lived in his mind. _'I,' _he corrected half-heartedly.

_**What?**_

'_I.' You are one entity now; you must refer to yourself as 'I,' not 'we.' _He wondered if he should slit his wrists in the tub, as he had scene in so many shows and movies, or if he should just do it in the middle of the floor, bleeding out and hopefully staining O'Connell's carpet. It wasn't much in the way of revenge, but at least it was something within his current capabilities.

**_Don't… We… I... I don't want you to cease functioning. I… I don't want to be alone… _**There was something heart-wrenching about its plea. It had been part of a hive mind since its activation; to suddenly be severed from the others must have been very confusing for it. He didn't have the heart to tell it that after he died, it wouldn't be alone for very long. While the actuators could store energy for emergency usage, they drew the bulk of their power from the biochemical electricity of his own body. Once he died, the upper right actuator could survive for several hours longer without him, then it would shut down completely. Perhaps it wouldn't even take hours, since the damage to the actuator meant it was expending more energy than normal.

_Shut up! _he ordered furiously.

_**If you die… that man will take us.**_

Otto's grip on the porcelain tightened, his knuckles white with the effort.

_**If you die, that man will have no reason to leave your wife alive.**_

Otto closed his eyes. The actuator was _right, _dammit. O'Connell wouldn't need her anymore, and he O'Connell lacked the compassion to take care of Rosie once she was no longer needed. Hell, Otto didn't think O'Connell would even dare turn her loose on the streets to fend for herself. No, he'd dispose of her. He'd _kill _her. Which brought him back to where he'd started – he had to find a way for the two of them to escape, without the assistance of the actuators.

_**I… I will help you…**_

Otto laughed bitterly. _How? You're damaged. So am I, for that matter. You're blind, deaf, crippled… I've got about three functioning limbs out of eight. I'm less than any _normal _human._

_Unless… _The parts to repair the actuator were still in their steel case in the living room. There was nothing he could do now, but could he persuade O'Connell to let him begin repairs? He was on thin ice with the director, but perhaps he'd have no objection with him welding the exoskeleton in place – especially if he thought the actuator was dead. Picking up on the thought, the actuator curled back among the others. **_I will not move, Father. Neither O'Connell nor the cameras will see that I function. _**Its voice was becoming stronger, less halting, as it adjusted to its situation. Otto wished he could adapt that easily.

What use, though, would fixing the exoskeleton be? Without the internal electronics, the pincers would be useless, and while O'Connell might permit him to do what basically amounted to adding more deadweight to his spine, he wouldn't be stupid enough to let Otto have a functioning actuator.

But he _did_ have parts to repair it – in the upper left actuator. He couldn't free the actuators, but could he cannibalize the upper left for parts to use in its free twin? One actuator wasn't much, but it would give him an advantage. Maybe it would be enough, when combined with the stolen pumpkin bombs, to win his way free…

XXX

Otto was cleaned, bandaged, his left arm back in its stabilizing sling, and had changed his clothes by the time they came for him. He had threaded a string through the cleaned wedding band so he could wear it around his neck until he could return it, and was holding it tightly in his wounded hand when he heard the door open. He was sitting on his bed, and he didn't see the need to go and greet his visitors. O'Connell wasn't playing the friendly host anymore, so Otto saw no need to be the gracious guest. So he sat, with the inanimate actuators arrayed on the bed behind him and his arms folded across his chest.

O'Connell entered the bedroom, standing in the doorway and staring down at Otto. Two guards stood behind him, seemingly the only ones accompanying him. Otto had to fight back the desire to lunge forward and wrap his hands around O'Connell's throat… It would be satisfying, but Otto wouldn't survive long enough to kill the man. O'Connell's gaze was drawn to Otto's freshly bandaged right hand, and his eyes narrowed. But he didn't comment on it. Instead, he said, "Spider-Man has been spotted spying on the Quest building."

_So Peter found me; I wonder what he's after? _All Otto said aloud was, "I am a super-villain. It doesn't surprise me that he's looking for me, after what I did at OsCorp and Osborn's mansion." His voice was dull.

"Oh? You and he aren't… friends? One or two papers reported that you _helped _him during the encounter at pier 56."

Otto just snorted. "And the rest of them just use words like 'freak' and 'monster,'" he said bitterly. "_I'm _the one they call monster… If only they knew what kind of monster can hide behind a so-called _normal_ face."

O'Connell ignored this. "So if I were to tell you to take care of him, you'd have no difficulty?"

Otto smiled thinly. "Oh, the wall crawler isn't _easy _to 'take care of,' but I don't imagine I have much choice. Not that I'd be able to, with your little restraints." He gestured towards the limp actuators.

"When the time comes, you'll be able to use them. Now, get up. You're working in the lab today… not that I have much confidence in your typing abilities." His eyes lingered on Otto's hands.

Otto obeyed, though he didn't bother to hide his unwillingness. The actuators slid off the bed and hit the floor with a dull clang, and Otto wondered if they were going to make him drag them all the way to the lab. He'd manually locked them into full retraction using the lever built into each arm, since dragging thirteen feet's worth of actuator would have been awkward, and had lashed them together using a belt. It still wasn't comfortably, hauling them around like that, and Otto was glad for the painkillers or every jolt through his damaged spine would have been agony.

Otto trailed O'Connell out of the suite, actuators scraping the floor behind him. The two guards kept watch the entire time. So, it looked as if he had fewer guards, but they weren't going to be any less vigilant. Not that he blamed them, since a part of him wanted to take a knife and do to O'Connell what he had done to Rosie, but that would provide only brief satisfaction and likely have dire consequences. He didn't bother to conceal the smoldering expression on his face, however, and he could tell the look was making the guards nervous, though it provoked no reaction from O'Connell.

They made it to the lab without incident, though one of the guards did stumble over the bundled actuators when getting out of the elevator. O'Connell was silent the entire time, only turning to speak to Otto when the reached the door to the makeshift lab. "This door will be locked, with guards posted on the outside. There are cameras inside, and you are going to be monitored. If you do anything, _anything _suspicious…" O'Connell let the threat hang.

Otto had already decided not to ask yet if he could repair the actuator. It was too soon after… after his failure, and O'Connell would immediately suspect Otto was up to something. No, he'd give it a few days before asking. "What is it you want me to do?" he asked listlessly.

"When my scientists went through your notes, they found several small files of theories and ideas you had recorded and set aside to work on later, when you completed your work on fusion. Some of these are very interesting, and we'd like you to expand upon them." O'Connell jerked his head towards the door, motioning Otto inside.

"I haven't researched most of those theories," Otto said hoarsely. It was the plain truth; he'd been too busy with his life's work. But would O'Connell see this as another refusal to obey? Otto clenched his fists, trying to control the trembling.

O'Connell saw his fear and smiled, pleased. "Do what you can," he said. "If you need something researched, make a list of what you need. I have scientists who can supply that research for you." O'Connell turned and left, and Otto could hear the door lock behind him. Once O'Connell was out of sight, Otto relaxed slightly. He'd never felt such a mix of fear and anger in his life, and the warring emotions had left him exhausted.

But, as much as he would have liked to slump over the tabletop and catch up on the sleep he'd missed the previous night, he didn't dare do anything to incur O'Connell's wrath. Until the actuator was repaired and he made his escape, he had to obey.

At least this wasn't too bad. While there wasn't much he could accomplish without properly researching the theories, it would keep his mind off Rosie and O'Connell for the time being. His bandaged fingers lightly caressed the smooth gold ring for a moment, then he went to work.

The CD sitting on the tabletop wasn't the one he'd made at OsCorp, but it was likely to be a copy. There were several other CDs in a pile on the other side of the computer for him to save his work on. Otto took a seat on his stool, grimacing as he realized the constant downward pull on his spine was going to leave him in agony by the time this was over. The painkiller he'd taken earlier had numbed the worst of the pain, but it would wear off soon enough.

Otto booted up the computer and inserted the CD. His right hand was clumsy with mouse, however, and instead of clicking on one off the files he was trying for, he accidentally opened the file for the fusion containment field.

He thought about closing the file, even deleting it completely. This was the experiment that had ruined his life, after all, and he didn't want anyone else repeating his mistakes. But he'd spent years on this, decades. Even with the hard copy safely hidden with Susan Riley, Otto couldn't destroy something he'd poured his heart and soul into. Otto began to skim over the notes, pausing at each significant discovery. He hadn't realized how many _memories _were tied in to his research; he'd come up with this part the night of his fifteenth anniversary, scribbling the calculations on a napkin at the fancy restaurant where he'd taken his wife – a _cloth_ napkin, with embroidering; the restaurant had _not _been happy. The decision to use tritium as the target had come to him during a lecture he'd been giving, when a question from a student had sparked the idea, completely derailing his thoughts and making finishing the lecture impossible.

And then there was the idea of using harmonic frequencies. That idea had come from… _Wait a minute…_

Otto blinked. He'd been scrolling through the section on the harmonics, but something had caught his eye. There were several instances where the ideal harmonic frequency was listed, a precisely calculated number calculated to the tenth decimal place. The number was the same everywhere, as it should be, _except in one place_. Otto had initially made the calculation months before typing out this section, and the number of his original calculation was listed much earlier. He scrolled back up, finding the number, then scrolled back down again.

There was one digit different between his first calculation, and the one listed later. Where there was a 'one' in the early calculation, there was a 'seven' in all of the others. That shouldn't have been possible; Otto had copied the number precisely and plugged it in the later section!

Hadn't he?

Otto realized he wasn't breathing, and quickly drew a shaking breath. The change of digits might seem a minor mistake, but in an experiment that required precise calculations, even something so minuscule could have major repercussions – such as, say, a change in the harmonic containment field that would affect the fusion reaction itself.

_Can you recalculate the equations for the harmonics? _Otto asked the upper right actuator, which, despite seeming to be 'dead,' had been paying close attention to Otto's actions. _I need to know which number is correct!_

The actuator was slow to respond. **_I have done the calculation, _**it said after several moments. **_The correct number is the first, with the 'one.' _**

How could this have happened? Otto had checked, double-checked, _triple_-checked everything! He would have caught something like this!

Unless it had happened after he'd checked it. Otto wasn't a computer programmer; the actuators and the containment fields had been programmed by professionals. The actuator programmers had worked closely with Otto, since the smart arms were designed to interact with his body. But the programming for the containment field had been done by someone in OsCorp.

O'Connell had said he'd had a spy in OsCorp, someone who'd probably been there for quite awhile. Someone who'd have no trouble accessing the files and changing a 'one' to a 'seven,' perhaps missing a spot in the section of notes that Otto hadn't sent to OsCorp. And O'Connell had implied that sabotage was company policy.

Had Otto's misery all been the result of a typo… or had this been what O'Connell was referring to when he'd hinted that he'd been involved in sabotage before?

To Be Continued…

I'm not sure I like the last bit, now that I've written it, but I've been plotting it for awhile, and it's too late to change it now. Ah, well, I'm sure it'll just go a long way towards making you all love O'Connell even more than you do now, huh?


	15. Pushed to the Limit

Disclaimer: I don't own the Spider-Man characters. Marvel does. No profit is being made from their use/torture. O'Connell is mine. It gives me great pleasure to know I own someone so evil that everyone wants him dead…

Author's Note: Sorry for the delay; Easter pretty much ruined my plans. I was away from my computer all weekend and couldn't write anything. And that wasn't the _worst _thing that happened during the weekend… It's left me a bit scatter-brained, and my writing is suffering for it. But here it is… It starts badly, but I kinda hit my stride near the end. I am now five chapters away from the conclusion of this fic! This particular chapter is going to have leaps forward in time, because not a whole lot is going to happen over the next couple of hours, and if I were to write each minute in excruciating detail, I think you'd all get bored. It's going to be the only chapter that does this, don't worry. Also, I have no clue how the actuators go together! I don't know how the segments are fixed, how the arms can extend and retract… I'm guessing here.

_**Moonlight Becomes You**_

_Fifteen – Pushed to the Limit_

_November 6_

The papers scattered haphazardly over what had once been Norman Osborn's desk had once had a single theme: Spider-Man. But ever since that Halloween night, that night when OsCorp was brought to its knees and revenge was snatched from Harry's grasp, Harry had found another focus for his anger. _Otto Octavius… _The scientist was notably absent from the recent papers; even the _Bugle _didn't have any rumors about him. _He ruined OsCorp… First Spider-Man kills my father, and now Doctor Octopus has destroyed my company! _The board members had called an emergency meeting – without Harry. There could be only one thing they could be discussing. His future with the company.

Something prickled against the nape of his neck, and his hackles rose. _"They both need to die." _ His father could barely restrain the anger in his voice. _"You've humiliated this family. You aren't worthy of the name Osborn." _

Harry's heart sank._ "The only way for you to redeem yourself is to kill them both."_

"They'll die," he said, though he didn't sound convincing. It was impossible to remain confident in the face of his father's anger. "When I find them, I'll kill them."

"_You know where Spider-Man is," _Norman said coldly. _"It would be a simple matter to wait in his apartment-"_

Harry wondered where he found the courage to interrupt his father. "I know where Peter is, yes, but no one's seen Otto. If anyone can find him, it would be Spider-Man. If I follow Spider-Man, I may find Otto." It sounded like a weak excuse to Harry's ears, and he waited for his father's scorn.

"_You're right," _Norman said after a moment. _"Octavius has somehow managed to keep even the _Bugle _from finding out about him; someone with your intelligence would have no chance."_

Harry flinched, but he couldn't deny his father's statement. Thus far, he hadn't proven himself to be a very good Green Goblin. His father was right to doubt him. "I'll follow the spider and find the octopus," Harry vowed. "I'll make certain that neither of them survive."

XXX

_November 7_

The pain made sleep impossible; only a heavy dose of painkillers made it possible for Otto to sleep at night. As they wore off, and the pain returned, Otto was dragged slowly back into consciousness. It wasn't yet dawn, but he didn't think he'd be able to get back to sleep. He dragged himself out of bed, wincing when the actuators hit the floor. He didn't know how much longer his spine could take having so much weight pulling at it. It was his penance, he supposed, for harming Rosie. He'd bear up under it uncomplainingly, because nothing could be worse than what Rosie was going through.

He stumbled into the bathroom, finding the container of painkillers and popping a couple more. A quarter of the pills were already gone; at this rate, he was going to need a refill soon, and it was possible he would develop an addiction to them if he continued taking so many of them. As if he needed _another _problem.

Otto went into the kitchen, selected a butter knife from the drawer, then went back into the bathroom and sat on the edge of the tub, regarding the lifeless actuators thoughtfully. There wasn't a camera in the bathroom, whether it was because O'Connell respected his privacy (doubtful) or because the lens would fog when he took a hot shower, Otto didn't care. It wasn't Otto's first choice of a makeshift laboratory, but it would suffice.

He freed the upper left actuator from the belt tying the three together, cradling its closed head in its hands. He wished he had a way to tell it what he was going to do; he couldn't imagine waking up after a forced slumber to find his sight and hearing had been stolen from him.

**_My twin will understand, Father, _**the upper right told him. **_I will explain as soon as my siblings reawaken. Do not worry; we would not act as foolishly as a human would in the same situation. _**

That didn't make Otto feel any less guilty. They truly _were _his children; he'd poured his heart and soul into them, giving him all the attention he would have given a flesh-and-blood child. He hadn't felt that way at first, seeing them as the monstrous things that had ruined his life, but over time, he'd begun to view them differently. It was why he hadn't even considered breaking off the pincers of the upper right when it had been pinned; it just hadn't occurred to him to willfully _destroy _his creation.

Gritting his teeth, Otto felt around the base of the upper left's pincers, finding the catch that would release the lock that held the pincers shut when they were deactivated. He'd built the lock to protect the delicate inner circuitry when the actuator wasn't in use, but he'd wanted to be able to open them to work on them whenever needed. The catch clicked, and the pincers separated in his hand. Otto forced them fully open and examined the innards, wondering what he should take and what he should leave. He didn't want to remove too much; he had no idea when O'Connell was going to require his services again, and he wanted the actuator to seem fully functional.

**_Leave the camera, _**the upper right said. **_That man would notice the absence of its light. Give me the sensors. _**

Otto thought it over. Yes, it made sense; with the sensors, the actuator would have enough feedback to compensate for a lack of vision. He'd also pass on the delicate instrumentation, such as the inner pincers. He'd need the actuator to be able to grab and hold, and to strike. Delicate functions could wait. And it would need to regain movement, especially the fine control of its pincers so they could grip and support his weight. That would be harder; he decided to worry about that later, once he had the exoskeleton in place. He'd already decided to ask O'Connell if he could begin reconstruction of the actuator today. Using the butter knife as a screwdriver, Otto carefully began to unscrew the first of the components he needed.

XXX

O'Connell's anger seemed to have run its course; or, perhaps, he was trying to lull Otto into a false sense of security. Either way, he grudgingly agreed to let Otto work on the actuator, and had even offered to let Otto see Rosie, now that she had 'calmed down.' Otto dreaded the meeting. He'd seen the look of fear she'd directed towards _him _when the knife's blade had sliced downward, as if a part of her recognized him as the one responsible for her pain.

Otto yanked the welding goggles back down over his eyes, then adjusted the position of the broken actuator on the metal table in front of him. Welding one-handed – with that hand _damaged_ – was a challenge. He'd already put five of them into place, including the thicker central segments. He wished he had better tools to work with, because the methods he was using were crude. But the welds would hold, and the actuator would support his weight when completed.

He took another segment from the steel case, examining it carefully for any flaws. Like the other five, it was well made, sturdy. The only differences between it and the original segment were the alloy of the metal and the matte black color. He fit it to the three flexible 'spines' that ran the length of the actuator, which he'd had to repair first. The segments were fixed to the spines, and it was these flexible pieces that expanded and contracted. These were the parts he was most nervous about; he'd tried to make the point where he'd joined the broken ends with the new pieces as strong as possible, but they would always be weak points. He'd need to replace them completely for the actuator to become a hundred percent functional. He didn't know how he was going to fit in the cannibalized components, with O'Connell's men watching him like a hawk while he was in the lab, and if he were to try to sneak tools into his room, O'Connell would know he was up to something.

Seventh segment. The act of putting the metal pieces into place and attaching them had become automatic, enabling Otto to lose himself in his thoughts. He'd worked out a rough plan for escape, but he didn't know how he was going to take Rosie with him. One partially functioning actuator would barely be enough to get him out; how would he take her with him? His wounds made carrying her in his arms out of the question. What if they gave out while he was trying to climb down the building and he _dropped_ her? He had to find a way, and soon. He was starting to get a feeling of impending doom.

Earlier that morning, the tailor, Faraday, had accompanied O'Connell, carrying several garment bags. The tailor had apologized profusely that he couldn't get more done, and then O'Connell steered him out before the chatty tailor could say more. Otto had been originally promised more clothing, to come at a later date. Was Faraday just giving him what he'd finished for now, or had the job for some reason been cut short? He slid the eighth segment in place. _O'Connell isn't planning to keep me around much longer. _He'd known that O'Connell wouldn't keep him imprisoned forever, and it would too dangerous to just let him free. He'd just… he'd just thought he'd have more _time. _

He paused in his work to pull up his tinted goggles and rub his eyes again, and work the kinks out of his right hand. At least the stitches seemed to be holding up this time, but there was a peculiar feeling centered around the slice in his palm that hadn't been there before. It was just one more pain amongst many, but something about it felt different… Otto put it out of his mind and went back to his work.

XXX

He'd done it. The tailor had taken Otto's comments seriously, and had actually done it. Otto hadn't had time to sort through the clothing Faraday had brought, since O'Connell had been impatient to escort him to the lab so he could get back to his own work. Now, though, Otto had half an hour before O'Connell returned to give him some time with Rosie, and he'd opened the garment bags to see what they held within. He honestly hadn't expected to find the Armani suit.

It was pristine white, with a black shirt and a white tie sharing the hanger. It was rather striking, though Otto was even more impressed with the back. Clever flaps of cloth and hooks would allow the suit jacket to fit around his actuators without him having to struggle to fit them through small holes. He couldn't help but think that it would look rather striking on him, once his wounds healed and he wouldn't have the bulky bandages fitted beneath.

Too bad he wasn't planning to ever wear it. It was a 'gift' from O'Connell, meant to pacify him, and Otto wanted nothing more from O'Connell. Nothing that wasn't useful, anyway, Otto amended, with a glance at the sleek black form of the damaged actuator draped over his shoulder, deceptively lifeless. The pincers were welded into place, though they hung limply, uselessly, reminding Otto of an unhinged jaw. Until the mechanisms for movement were wired into place, the pincers couldn't close or open on command. But the actuator's sinuous body _could _move, Otto discovered after testing it in the bathroom. Its movements were jerky as it blindly whipped around him, but the actuator worked, and his quick weld job would hold.

Otto replaced the suit in its protective cover, then turned his back on the rest of the bags. Shirts made up the rest of the garments, since they were what Otto most needed. The coat that Faraday had promised wasn't in any of the bags, so he mustn't have gotten around to it. No loss; Otto was fond of his ratty trenchcoat and its inner leather duster. Still, as he gathered up the garment bags to shove in his closet, he felt wistful. _It would be nice to have a shirt that actually fits, _he thought mournfully. _And the tailor did put a lot of work into them. _Otto stuffed them in the back of the closet, out of sight.

He sat on the edge of the bed, undoing the belt binding the three actuators and adding the fourth to the bundle. He didn't want O'Connell to examine the actuator too closely; the director would notice the 'shortcuts' Otto had made and would become suspicious. Because Otto lacked the time and all the pieces that he needed, he'd welded parts that would otherwise have waited until the delicate inner circuitry was fully in place. Repairing the actuator later would be a bitch, but Otto wasn't going to worry about the consequences now.

He was seated on the couch by the time O'Connell and his entourage of guards entered, trying not to betray his nervousness. Otto hadn't felt his nauseous about being with Rosie since he'd first met her and was worried he'd say or do something stupid that would make her lose interest. He _knew _he'd spend the entire time staring at her maimed hand, knowing that it was his fault. Otto wrapped his fingers around the wedding ring on its chain, stroking the metal warmed by its contact with his skin, and glanced up at the director. O'Connell stared down at him, arms folded across his chest. Otto noticed with some surprise that he had a cigarette in his lips; he'd never shown any sign of the habit before. _Odd, the things that you notice when you're nervous. _

Otto stood, picking up his tattered coat and draping it around himself awkwardly. It wasn't worth it to wrestle the immobilized actuators through the holes, and the cloth further concealed the semi-repaired actuator, anyway. His feet felt leaden as he trailed after O'Connell, and he felt like a beaten dog on a leash. Or a choke chain, anyway. His shoulders were slumped, which increased the pull on his tortured spine, but he didn't notice. What could he possibly say or do to make this up to Rosie? In her vulnerable state, where she didn't even recognize him as the man she loved, he didn't think she could forgive him. From the amused looks the guards shared amongst themselves, Otto wondered if they were thinking the same thing. Only O'Connell's face remained impassive.

Though his face was downcast, Otto watched out of the corner of his eye as O'Connell opened Rosie's suite. Unlike his own room, hers didn't seem to be locked. Or at least, not locked in any unconventional way that couldn't be easily broken through…

The suite was dark; only the moonlight shining through the open patio doors provided any visibility. Otto shivered as a cold breeze hit him, the first sign that fall was halfway over and winter was around the corner. Rosie was standing at the railing again, head back, letting the silver light bathe her face. Otto took a hesitant step forward, causing the actuators to scrape against the tile. Rosie, showing surprising attentiveness, turned towards him. He couldn't see her face, backed as it was by the moon's glow, but he could hear her gasp of fear. Her left hand, wrapped in a bandage and seeming small without the two missing digits, went to her mouth as if to stifle any further sound. She began to back away from him, and now he could see the moonlight reflected off her dark, empty eyes.

"See how she blames you. Somehow, she knows that your actions are responsible for her pain." O'Connell said from behind him. There was an odd tone to his voice; amusement, perhaps? "Despite her condition, she understands her place here. A lesson you'd do well to learn," he added dangerously.

"I have," Otto said hollowly. He tried to approach Rosie, but she shied away – towards _O'Connell._ The pain in his spine was nothing to the tightening in his chest. His heart felt as if it would break. O'Connell smiled grimly at Otto's acceptance of his fate, but then he met Otto's eyes, and the expression faded. _I will break free, _Otto thought fiercely. _And when I do, I promise you, I _will _kill you. _"I'll do whatever you ask of me," was all Otto said.

He thought O'Connell would leave then, but instead, the director settled himself at the table where Rosie's remaining nurse was sitting. Rosie turned to watch him go, then turned back to Otto with wide, frightened eyes. It was the liveliest Otto had ever seen her on one of his visits; he wondered why fear seemed to be the only thing that animated her beautiful features. "I'm sorry," he began, voice hoarse with emotion. "Rosie, I… I won't let him hurt you again." He hesitated. "No… Rosie, _I _won't hurt you again. This is my fault… all my fault."

She gazed at him distrustfully, backing away from him until she was at the railing again. It was only when she seemed to feel she'd put enough distance between them that she seemed to relax back into her near catatonic state, with only occasional glances his way to show she was still wary of him.

Head sunk so low his chin was resting against his chest, Otto turned to ask O'Connell if he could leave. The director had made his point almost as effectively as he had the night he'd cut off Rosie's fingers. He never got the chance to speak, however; O'Connell was folding his cellphone and stuffing it into his pocket as he got to his feet. He turned to Otto, and this time the grin on his face made Otto shudder. "Here's your chance to prove how well you've learned your lesson," he said, pulling something else from his pocket that looked like a remote control. "Rosie, come," he commanded, and the woman obediently trotted across the patio to her captor and mutilator. "Spider-Man was spotted climbing the side of my building," O'Connell continued. "I can't have the wall crawler poking his nose where he doesn't belong. Take care of him." He pressed the button on the remote.

And then something inside Otto came alive, sweeping through his body and dulling his pain while the gaping void in his mind was abruptly filled by the presence of the three actuators. Otto didn't think; he whirled to face O'Connell, the three actuators snapping the belt and pushing through the holes in his coat to flare around him. The fourth showed admirable restraint as it continued to play dead, though he thought he heard it explain to the upper left why its sensors no longer worked.

O'Connell had been prepared for Otto's reaction. He had one arm draped around Rosie's shoulder, holding her close in front of him. The other held a pistol one of the guards must have given him. He looked as if he wouldn't hesitate to use it. Otto turned away, his eyes scanning the dark sky as he walked to the railing. "Come out, come out wherever you are," Otto chanted softly to himself.

Inside, he felt sick. He'd hoped to escape before Peter located him. He didn't want to hurt the young man, the closest thing he had to a friend. How could he kill the youth that had saved him from his greatest mistake? How could he _not _kill him, and let Rosie die?

O'Connell and his men had withdrawn into Rosie's suite; the sound of the doors closing drew Otto's attention and he turned away from the balcony's edge for a split second. When he turned back, Spider-Man was there, balanced on the narrow railing with an ease a gymnast would envy. "Finally! Dr. Octavius, we need to talk-" the youth began. Two of the actuators lashed out, hitting the railing where he'd been only a split second before. Spider-Man had executed a seemingly impossible back flip and had ended up perched on the wall nearest Otto, staring down at the scientist. "Wait! I'm not here to-"

"But I am," Otto growled, the actuators moving with blurring speed, which Spider-Man again dodged. His actions were entirely defensive, and Otto wished he could listen to what the younger man had to say. But he knew O'Connell would be watching through the door, with that gun pressed to Rosie's temple. Waiting for Otto to fail again.

He couldn't fail. He couldn't let Rosie down again. Even if it meant hurting Peter.

Spider-Man looked down from his new perch atop the carved stone ledge on the roof's top, his body tensed to spring. "I know you don't want to do this," he said. "O'Connell-"

Striking directly at the wall crawler wasn't working, so Otto tried a different tactic: the three actuators slammed into the stone face below the carved stone ledge, bringing down part of the wall. Otto hoped O'Connell wasn't going to hold him responsible for any damage to the building… Spider-Man slipped as his perch fell out under him, and the actuators grabbed him out of the air as he tumbled downward. The upper left and lower right actuators wrapped around Spider-Man's wrists, while the lower left crushed his ankles tightly together. Otto nearly staggered under the weight; without one actuator planted on the ground, his lifting abilities were diminished. He leaned against the wall to steady himself.

The actuators' grip on Spider-Man's wrists tightened, and Otto heard bones grind against each other. "I'm sorry," Otto whispered. "He'll kill my wife if I don't do this."

"Dr. Octavius," Spider-Man said, his voice strained, "your wife is dead. That's not Rosie he has in there."

Just like that, Otto's hesitance towards harming Spider-Man was gone. "How dare you…" Otto hissed through clenched teeth. "Don't you think I know my own wife? Do you think I'd be doing this if that wasn't her in there with a gun to her head?"

"That woman you attacked… Lynnea… she isn't a nurse! O'Connell hired her because…" Spider-Man faltered, and swallowed audibly. "She reanimates the dead!"

"Pitiful," Otto said coldly. "To use such a weak lie-"

"It's true!" Spider-Man shouted. "Your wife's something called a corpse puppet, an empty shell used to manipulate their loved ones! I didn't believe it either, but-"

"You son of a bitch," Otto snarled, unable to think clearly any longer. His Rosie? Dead? A _zombie? _It was ridiculous! It went against everything Otto believed in.

_But there is something off about her, _a tiny voice inside Otto whispered. Otto ignored it. _Do it, _he ordered the actuators.

The pincers wrapped around Spider-Man's wrists tightened, and there was the sound of something breaking. Otto grinned humorlessly, until he realized the wet snaps weren't from some sort of device around the vigilante's wrists, but from the shattering of _bone. _Spider-Man screamed as his wrists were crushed, and Otto felt the blood drain from his face. "I… I thought you wore some device that made the webs… I didn't think… I didn't realize they were organic…" Despite his earlier determination to kill Spider-Man, the youth's screams had shaken him from his bloodlust.

"Do you think…" Spider-Man gasped out, "that I would… make up… something so… unbelievable? Find… find a way to… see her during the day… you'll see the truth."

_No… it _can't _be the truth… But there is something wrong with Rosie… But she isn't dead! But why would Peter say something like this? Why…? _He was so confused. And he no longer felt like killing Peter. "Doctor," the youth was continuing. "You need… to leave… O'Connell's going… to dissect you… want secrets you… can't give him…"

Otto felt a chill. Unlike everything else Spider-Man had said, _this _was all too easy to believe. He'd known O'Connell was going to kill him, but he didn't want to be dissected like some lab animal. "Hit me in the left shoulder," Otto whispered.

For a moment, he wondered if Spider-Man had lost consciousness. But then the vigilante managed, "What?"

"Left shoulder," Otto said. He didn't say more; he ordered the lower left actuator to release Spider-Man's ankles, which were as yet undamaged. At his command, the eighteen inch metal spike ejected from the actuator's coils with a rasp of metal on metal, and the blade began to cut an arc through the air towards his trapped foe.

Only, Spider-Man wasn't quite so trapped any more. The moment his feet were free, he twisted his body in a way that shouldn't have been possible for a human and slammed his foot into the damaged muscle of Otto's left shoulder. The scream that escaped him wasn't feigned, and he doubled over in pain. The actuators released Spider-Man's wrists at the confusing signals Otto was sending, and the blade of the lower left rammed into the balcony's stone floor, the force of its lunge driving the tip down several inches and the serrated edges made removing it difficult.

By the time Otto recovered and yanked the blade free, Spider-Man had managed to make it to the railing and throw himself over. Otto went to the railing, peering downward, trying to seem as if he was preparing to give chase rather than looking to see if the youth had survived the fall. Otto didn't know what crushing his wrists would do to the wall crawler…

And then the actuators went dead in his mind as the cuffs were reactivated, and they fell around him heavily. Otto gritted his teeth at the return of the unshielded pain, but he managed to stay conscious this time. He turned to see O'Connell striding towards him and hissed, "He's wounded – let me go after him to finish him off!"

"I think you've done enough for now," O'Connell said, satisfied. "You'll have another shot at him." His lack of concern mystified Otto, until he realized that there wasn't much Spider-Man could do to harm his company. If the vigilante told the papers, who'd believe him? They'd just twist his words around and blame everything on him.

_Your wife is dead, _Peter had said. It couldn't be true, Otto told himself as he was led out of the suite. _I don't believe in that sort of thing. _ But as he passed Rosie and glimpsed those empty eyes, he couldn't help but wonder…

To Be Continued…

Uck, I'm so bad at action scenes. And yes, he _will _wear the Armani suit eventually, all right?


	16. Flesh and Bone

Disclaimer: All Spider-Man characters are property of Marvel. O'Connell is mine.

Author's Note: Final exams are coming up, so it might disrupt my schedule a bit. I apologize, but rest assured, this will be finished soon. So close to being done… so close… And then I can start something new to agonize over. LOL. Parts of this chapter didn't turn out right; I spent last night touching up a seven-page term paper which needed more research, writing up a _long_ lab report, studied for a lab exam on Monday, and looking up the answers for an online quiz. All from the same class. Kill me now. Anyway, that's why this chapter's kind of short. But it does what I set out to do.

_**Moonlight Becomes You**_

_Sixteen – Flesh and Bone_

_November 7_

Harry watched from the shadows of a neighboring rooftop as Otto vanished into the Quest building. _Not good. This is not good. _He'd followed Spider-Man from a distance, and seemed to have successfully avoided being spotted by the bug. He'd heard the sound of battle before he arrived, and had intended to swoop in and finish off the victor. And then he'd realized just _where _the two foes were battling: on the roof of his greatest rival's building. He'd quickly hidden himself, wary of being spotted near what must surely be a well-guarded edifice. _"Coward," _his father sneered.

This time Harry ignored his father's taunts. He'd met Steven O'Connell, and knew that the man was protective of his company's secrets. He wouldn't hesitate to send armed guards after Harry – or, if Otto really was working for him, he could send the doctor after Harry.

Going after Spider-Man was out, as well. Harry had caught up in the aftermath of the fight; Spider-Man had already fled the scene, leaving only signs of a recent battle. No… he wouldn't get his revenge tonight. But this trip wasn't a total bust; he did know where Otto was hiding, and, if he planned this out right, maybe he could take down Quest as well as Otto. Because if Otto was working for Quest, then O'Connell was surely behind the sabotage that had financially destroyed OsCorp.

The list of people he had grievances with just kept growing. With any luck, he could destroy them all in one fell swoop.

XXX

It took Peter half the night to cross the city with his broken wrists. He was in agony; even his healing abilities weren't enough to staunch the bleeding. Though the shattered wrist bones hadn't pierced his skin, a dark fluid that was a mix of webbing and blood leaked from his webspinners. Any attempts to use his webbing resulted in a glob of this blood/web mixture that wasn't good for anything, and a crippling pain that almost made him pass out.

He didn't even try to make it back to his own apartment. Mary Jane's was closer, and, besides, he needed someone's help. Getting there was a nightmare of hitching rides atop vehicles going in the right direction, clinging with only his feet, and the occasional vertical climb up and over a solid wall of buildings, nearly blacking out whenever he had to use his fingertips to assist his climb.

He wanted to be furious with Dr. Octavius for doing this to him. He should make an anonymous call to the police, telling them where Octavius was… But he'd seen the fear and desperation in the scientist's eyes when they'd fought. He'd done what he had to to protect his wife, and Peter couldn't honestly say that he wouldn't have done the same thing to protect MJ or Aunt May. No, he couldn't be angry at the doctor, who had, in the end, allowed him to escape.

Peter gritted his teeth as he launched himself from the taxi cab he was riding to the side of the apartment complex where MJ lived. His feet immediately adhered, but he was forced to grab with nerveless fingers at the stone, and he gritted his teeth against the pain. Then he began his arduous climb up to the window, too hurt to even try to conceal himself from any observers below. Fortunately, it was midnight and the crowd was thinner than it would have been during the day. And his spider sense remained quiet, so there didn't seem to be anyone watching.

He wasn't exactly certain of the location of her window, but he thought it was that one directly above… didn't her bedroom overlook that billboard across the street? He hauled himself onto the window's ledge, then tentatively knocked on the glass. "MJ?" he called, his voice sounding weak, quavering. "MJ!" he screamed desperately, slamming his hands against the window. The force of the blow's bounce against the glass would have sent him flying backward if both his feet hadn't been planted on the stone. And then there was the pain, which tore a scream from his throat.

It was the scream that brought MJ running. She flung the window open, and stared down at him with startled eyes. "Peter? What are you-" He didn't wait for an invitation; he pushed past her and into the room's dark interior. Mary Jane quickly shut the window and closed the drapes before she turned on the lamp. "What's wrong? Oh my God!" she gasped when Peter pulled off the gloves and revealed the bruised skin, with jagged, upraised edges where the bones pushed against the flesh. "Peter, you need to go to a hospital!"

"I can't!" he gasped. "If I go as Spider-Man, they'd tell the police I was there, and if I go as Peter Parker, they'll wonder why I have… _this _in my wrists!" He held up his wrists so she could see the bloody webbing leaking from the spinnerets. "Just bandage them up… I'll heal."

She didn't look as if she believed him, but she obeyed. She left, and came back with a roll of gauze and a wooden ruler, which she snapped in half. "Support," she said by way of explanation. She began to wind the roll around Peter's wrist, pausing to place a ruler half under his wrist to keep it straight. "You really need to see a doctor if you want this to heal straight," she whispered as she began to wind the roll around ruler and wrist, then repeated the same process with the other wrist.

Peter just grunted. "What happened?" MJ asked.

"Dr. Octavius," Peter said. "Something's wrong… something's made him desperate. But he knows the truth now."

"You tried to help him, and he did _this?" _MJ sounded horrified. "Peter…"

"I know… but he let me go. MJ, if someone had you, and wanted to hurt you, I think I'd react the same way. I just hope he believes what I told him and does something about it before it's too late."

XXX

_November 8_

Dawn was coming faster than Otto would have liked. He inwardly seethed at his battered body and its need for a healing sleep; if he'd been able to get to work immediately after his battle with Spider-Man, he could have this done by now. But he'd been hurting from the blow to his shoulder, and bed had just sounded so good… And even those too few hours hadn't been enough. Otto's fingers shook as he threaded another wire into place in the broken actuator, which he carefully began to splice to the broken end after peeling back the plastic casing.

_He's going to… to dissect me! _That was why O'Connell hadn't let Faraday finish the job he was hired for. Why waste the money on something he wasn't going to have much longer, anyway? Otto had to get out of there. Now.

As for that other thing Spider-Man had said, Otto refused to give it any thought. It was just too preposterous to be true. He'd find a way to take Rosie out of here with him, then he'd _show _Peter that his wife wasn't dead.

First, though, he had to repair the actuator. And his change of plans meant he had to have it finished before Quest began business for the day. It meant he'd have to make some sacrifices in repairing the actuator. He had the sensors in place, ready to be wired, but he had no time to extract all the wires needed for movement, so he took only the wires needed for closing, with a bare minimum needed to open the pincer. It gave the pincers the problem an alligator's jaws had: When closing, the jaw muscles were extremely powerful and could crush bone. However, the muscles to open the jaw were relatively weak, which was how a gator could be subdued by a simple loop around its muzzle. The actuator would have the same problem, but it would be strong enough to hold him during a downward climb.

What worried him more, however, was the crude method of hooking the wires into place. He didn't have any way of securing the wires properly, so he'd been forced to improvise by using duct tape. It was true what they said; duct tape _could _fix anything.

He fixed the last wire into place, and the actuator uncoiled from his lap, its slow gyrations gaining speed when it became apparent the movement wouldn't shake the actuator apart. It snapped its pincers closed with a satisfied _clack, _but opening them again was a slower process. **_It will hold, but not forever, _**the actuator said. **_We need to get out of here as soon as possible. _**Otto wished he had more time to test the actuator's strength, but that time had nearly run out.

_How about now? _Otto stood, ignoring the pain that flared up from his shoulder. Peter hadn't held back when he'd kicked… _What time is it? _

**_7:05 AM, _**the actuator said, and Otto flinched. That meant that, even though the sun hadn't yet risen, O'Connell and his staff were already here, even though no one ever came to see Otto before noon. _Still, as long as no one comes up to this floor to check on me… We can do this, _he told the actuator.

The three remaining pumpkin bombs were sitting in his sink. He'd been hiding them, and the cannibalized parts from the upper left actuator, inside his mattress. Realizing that O'Connell probably had someone search his suite when he was in the lab, Otto had cut a slit in his mattress on the side facing the wall and had stuffed the parts and bombs inside. It hadn't been comforting to think he'd been sleeping atop something that could blow him to kingdom come…

_Ready? _he asked. His coat was draped over the toilet seat; it and the clothing that had been swiped by O'Connell from his home was all he was bringing. _Nothing more from O'Connell… _He pulled it on, letting the actuator slip through. He checked the belt that held the other three, making certain they were secure. Escaping with their weight dragging him down wouldn't be fun, but what other choice did he have?

**_Yes, Father. _**It curled over his shoulder, its sinuous black/grey/yellow body swaying with impatience. Before the three actuators had been restrained, they'd done a scan of the entire suite. It had been very solidly fortified against attacks from outside the building, or even from the hall outside the suites. However, it had a weak point: the wall which the tub rested against was shared with the suite next door, perhaps another bathroom. Though it had a steel plate like those set inside every other wall of Otto's suite, this one was riddled with holes here, where pipes had to pass through. _This _one could be torn apart.

Otto wasn't taking any risks; he took two of the pumpkin bombs and triggered them, backing out and shutting the bathroom door behind him. The explosion was enough to knock him off his feet, and his ears were ringing. But he couldn't let that stop him. O'Connell's men would be reacting to that explosion, and Otto needed to move now.

He flung open the bathroom door, grinning broadly when he saw the gaping whole half concealed by the settling dust from the explosion. It was narrower than he would have liked, but he squeezed through with help from the actuator, which was able to fold back a piece of metal that nearly gutted him. And then he was in the bathroom of the next suite over… It was a mirror image of his own suite, and Otto was able to quickly get to the door, which wasn't locked. He opened it and suddenly found himself in the hallway, without O'Connell, without the guards… he was _free. _

He'd celebrate later. Now, he had to make sure he wasn't interrupted… Otto went to the elevator, and the actuator snapped forward, pressing against the doors. It took longer than it would have had he had all four actuators, but he was warp the doors enough that they wouldn't easily open, if at all. O'Connell's men would have to find another way in… he was sure that they would, but this would buy him some time.

The door closest to the elevator, to his right, was Rosie's. Trembling, Otto paused before the door. How would she react to this unexpected invasion? Otto took a deep breath, then opened the door.

She was, as always, standing at the balcony railing. The first light of dawn had silvered the sky, softening the light pollution of the city. Her nurse wasn't in evidence, and the actuator told him there was no other living being in the suite. Why had she been left alone? "Rosie?" Otto called.

She turned to him slowly, very slowly. She moved like molasses, steadily, but seeming to take an eternity as her dull eyes widened in recognition and she shrank away from him. Otto frowned; something was wrong here. _"Your wife is dead. That's not Rosie he has in there," _Peter had said. "Come with me, Rosie," he said gently, as though speaking to a frightened animal. "We're leaving this place."

The edge of the sun's disk crowned the cityscape, and the first rays of the sun illuminated them. Otto shielded his eyes, even though he already wore sunglasses. Its effect on Rosie was far more shocking. She seemed to freeze as that golden glow brushed her skin, and then… something happened, something Otto's stunned mind couldn't process. Her skin became pale, as though completely bloodless. He skin dried, seeming to take on the texture of old parchment. Her eyes rolled into the back of her head, and she slumped forward. Otto lunged forward, catching her. She was very light in his arms, more like a dried out husk than a human body. Otto carried her into the suite and set her on the couch, intending to do whatever he could to help her.

But it was clear from first glance that she was beyond help. Under the sun's rays, she looked more like a golem of sticks and paper fashioned into crude human form, a creation of dry flesh and bone… a corpse. _"Your wife's something called a corpse puppet, an empty shell used to manipulate their loved ones!"_

_**Father?**_

_It's a trick! O'Connell's done… done… _something, _this can't be true…_

_**Father!**_

_This isn't Rosie._

_**There are men coming. We need to get out of here.**_

_I'm not leaving until I find Rosie!_

**_This is the one you call Rosie. I have scanned her, and she has the same organic composition as the woman you have been speaking with. Only… she has ceased functioning. _**The actuator's voice was puzzled. **_I do not understand; she should not have just… degraded? She should not have degraded like this._**

_It's not Rosie, _Otto insisted. He'd seen her only a few hours ago! This dried up husk couldn't be his wife! Peter wasn't… Peter couldn't be… he couldn't be right… But he had to face the truth: What lay before him was undeniably a corpse. Rosie's corpse.

_**The men are attempting to pry open the elevator door. They will be here in about two minutes. Father…**_

He was down on his knees. _Rosie! What has O'Connell done to you? _He clenched his fists. _I'll kill you for this, _Otto thought viciously. He wanted to go down to O'Connell's office and wrap the actuator around his throat and squeeze and squeeze and squeeze…

_**Father, don't humans have a saying? Those who fight and run away…**_

…_live to fight another day. _The actuator was right; there was nothing he could do now, not when three of the actuators weren't functioning. Not when his body hurt so much. Not when despair threatened to sap his will to fight… his will to live… But the actuator's voice was insistent. Otto glanced back only once at his wife's still form. _I'll come back for you, _Otto thought. He pulled the final pumpkin bomb from his pocket, pressed the button, and hurled it into the hallway just as O'Connell's men broke through and spilled into the hall. Otto was over the balcony's rail before the bomb went off.

The actuator had firmly anchored to the stone beneath him, then lowered him to the ledge beneath the balcony. The Quest building was built with ledges beneath the windows of every storey; Otto's method of descent involved the actuator reaching down, grabbing the ledge the next storey down, then lowering Otto to the ledge beneath that. In this way, they descended two storeys at a time – made difficult by those frightening moments when the actuator released the stone, leaving Otto standing on the narrow ledge with only his own flesh-and-blood hands to keep grip the side of the building. The weight of the actuators was almost enough to pull him downward…

A spray of bullets tore up the stone to his left, and Otto glanced upward. The guards were lining the railing of the balcony above, and he knew there'd be more trying to cut him off somewhere beneath him… _Faster, _he hissed.

**_I'm trying! _**the actuator said, dropping him down another two levels. A window to his right was flung open, and the muzzle of a gun poked out. There was a shudder as the actuator anchored beneath him, and, rather than wait for the actuator to haul him down, Otto jumped, plunging like a stone, just as a burst of gunfire sounded somewhere above him. Otto groaned as the actuator stretched taught, yanking at his spine… and then the weight tore the pincers loose, and Otto was falling.

_Not again! _Otto thought as the wind whistled through his ears and brought tears to his eyes. The actuator clawed desperately at the building's stone face, trying to find a grip. Chunks of mortar flew as the pincers dug deeper, dragging furrows… and then it _caught. _Otto cried out as once again there was a terrible jolt at his spine. **_I'm sorry, _**the actuator said contritely.

As Otto stared down at the Quest parking lot, which still seemed very, very far below, he suddenly wondered just how he had managed to survive this long.

It was starting to look like he wouldn't survive much longer; he could see armed men below, waiting for his descent. _Dammit… _Somewhere above him, he heard another window above him, presumably more gunmen trying to get a decent shot. And he had no doubt they would shoot to kill; O'Connell had made it clear during their first meeting that he wouldn't hesitate to kill Otto and take the actuators from his dead body. This would be inconvenient… but in the end, O'Connell would still get what he wanted.

_I can't let him win. Not after what he's done to me… to Rosie… There's got to be a way…_

**_The truck. _**Otto scanned the ground below, wondering what the actuator had… seen? Was it looking through his eyes? There was a large semi truck, presumably there to make a delivery. It had completed whatever errand it had come to Quest for and was heading toward the gate leading out of the lot. It would pass directly beneath them…

_Do it, _Otto said. The actuator waited a second, then released. As the ground rushed up toward him, Otto hoped the actuator had timed it correctly… He hit the truck with an _oomf, _his fall slightly cushioned by the actuator. He'd survived worse falls, but that didn't make the impact any more comfortable… He began to roll off the side, but the actuator got a secure grip, and Otto lay flat against the surface. Guns fired, but the truck had already passed through the gate, and it was accelerating rapidly, as if to escape the chaos in the Quest Aerospace parking lot. The driver seemed unaware he'd picked up a passenger, and Otto hoped it would stay that way.

The swaying of the trailer beneath him made him feel nauseous. He would have to pick bugs out of his teeth later. His back hurt. His body hurt. But, for the moment, all that was at the back of Otto's mind as the truth sank in. He was free. He was finally _free_!

His triumph was short lived. His wife was _dead, _and apparently had been since the accident. He'd saved the life of the girl who was responsible for his wife's condition and imprisonment. And Rosie's torturer still lived…

But not for much longer. He'd get revenge on all those who had hurt his Rosie_… "That woman you attacked… Lynnea… she isn't a nurse! O'Connell hired her because she reanimates the dead!"_

He'd start with the one that was within his reach. He'd start with Lynnea.

To Be Continued…


	17. Blood to Blood

Disclaimer: All Spider-Man characters are property of Marvel. Lynnea, O'Connell, and Susan are mine.

Author's Notes: Next week are my finals. I plan to spend pretty much all my time between now and next Thursday at 2:30 either studying or taking said exams. If I'm lucky, I'll find the time to eat and sleep between cramming. Don't be surprised if the next chapter is delayed about a week. I wanted to get this chapter, and "Musique," done before I got down to cramming because these two chapters have been occupying my mind, and I wanted to write them now so I wouldn't be distracted by thoughts of them while studying. Once this is over with, summer will begin and I will have free time to do more writing! Woo hoo!

_**Moonlight Becomes You**_

_Seventeen – Blood to Blood_

_November 8_

Freedom had lost some of its appeal after Otto was forced to cross the city hauling about a hundred pounds of deadweight on three hours of sleep and an empty stomach. And fall weather was starting to settle; even with his trenchcoat he was chilly. Even with the sole functioning actuator holding the strap binding the other three in its pincers to ease the weight, Otto still felt the strain on his spine. _I suddenly see how it's so easy to get addicted to painkillers, _he thought as he wistfully remembered the half-empty bottle in the medicine cabinet.

Otto had fallen back into the habits he'd developed as one of the dregs of society; keeping to the alleyways, ducking behind dumpsters whenever anyone passed too near him, his head bowed so the fringes of his wavy hair hung in his eyes… There had been no reports of the return of Doctor Octopus, so no one looked twice at Otto, even though he was cleaner and his clothes were in better repair than any bum. Still, this return to the streets almost felt like a returning home. It was all he'd known for the past several months, and after O'Connell's hostile hospitality, it was almost pleasant. There was no one to coerce him into criminal acts, no one to make money off of _his _ideas… No Rosie… He was right back where he'd started before O'Connell had taken him prisoner.

No. Things were much, much worse.

He touched the ring still on its string around his neck, a motion that was becoming almost automatic. _Dead… She's dead… _He'd seen her, touched her, and yet… it hadn't been her. It had been… a lie. A _corpse puppet, _Spider-Man had called her. Something created by a girl Otto had begun to like for the purpose of manipulating him. What kind of person could do such a thing? In a way, she was worse than O'Connell. O'Connell had merely wanted leverage. And he'd been honest in his intentions, not hiding them behind a friendly face. But Lynnea was toying with people's emotions by raising their loved ones for money, and Otto bet something like that didn't come cheap. Which meant the only people who could afford it were people with money – and anyone with that much money who would want the dead raised surely couldn't be honest people.

It made him sick to his stomach. Someone like that was more worthy of the name monster than he was. She deserved to be put down before anyone else was hurt. She _deserved _it.

The First Ave Mission always looked dreary during the day, without the darkness to hide its peeling paint or the chipped and cracked brick beneath that paint. Otto hesitated before the entrance, wondering if he'd still be welcome. Susan Riley knew who he was now. And if Lynnea was still here, assuming she'd come at all, she could have talked, told everyone where she'd gotten her wounds. Well, if he was still welcome now, he wouldn't be after he finished his task. He steeled himself, then climbed the steps and pushed open the door.

He hadn't been in the habit of visiting the mission during the day, preferring to hide his shame of his station in life under the cover of night. As a result, most of the volunteers manning the soup kitchen were unfamiliar to him, though he had seen some of them before. One of them, a relatively new recruit named Veronica who normally worked with Susan, looked up at his entrance and smiled. Otto just nodded and scanned the full benches, searching for Lynnea. The dark-haired girl wasn't in evidence, so he went over to Veronica.

"You're earlier than usual," she commented. "Susan doesn't come in for another hour. Are you hungry?"

_Starving, _Otto thought, but it didn't feel right to take food from these people and then murder someone on their premises. Nice way to repay their hospitality. "Actually, I'm looking for someone. I think there was a girl brought here a few days ago with a bullet wound."

Veronica tensed. "I don't know what you're talking about," she said stiffly.

"I don't want to hurt her," Otto said quickly. "I saved her life. I… I just want to know if she's okay. There are people after her."

The First Ave Mission was predominately a place where the homeless came to be fed and occasionally to find a warm place to sleep, but it had served other purposes. At least once while Otto had been frequenting the mission, they had also provided a safe haven for a young woman hiding from her abusive boyfriend. Susan had implied that they had protected others before her, which was one of the reasons Otto had thought to send Lynnea here. Veronica's evasion of his question was part of this protection.

"Is that how you got hurt?" Veronica asked, eying his bandaged hands and the left arm still in a sling to keep the muscle immobile.

"The same people are responsible, yes," Otto said. It wasn't quite a lie.

"She's in the back room," Veronica said. Otto was surprised he'd gotten the truth so easily, then realized, why suspect a homeless man who couldn't even afford a gun?

"Thank you." Otto knew where the back room was. It was where boxes of donations were stored until they were used; it was the only room in the mission where someone could be kept separate from the rest of the goings on.

Otto slipped silently inside, pausing to let the actuator set its siblings on the floor before it slipped through the hole in his coat. The metal scraping on the floor as he threaded through the maze of boxes of canned goods and threadbare clothing was the only sound as he made his way towards the back.

It was enough to alert Lynnea of his presence. She stepped around a stack of boxes and froze when she saw him. "Dr. Octavius?" she said, her body tensing for flight. They were the only words she got out before the actuator shot forward, wrapping its pincers around her throat. And this time, he wasn't going to stop until she was dead. He kept them loose enough that she could talk, but her breath was coming in weezing gasps. "You gave my wife to O'Connell," Otto growled, and he saw Lynnea's eyes widen as she realized he wasn't here at O'Connell's orders. "I don't know how you did it, but you brought her back to life so she could be tortured!" The actuator began to squeeze at his command. "Why would you do something like that? Do you _enjoy _causing people pain!"

"I… needed… the money!" she gasped out.

"The root of all evil," Otto said coldly. "No amount of money could justify this. I think you're just sick."

"I… have bills… student loans… house… payments…"

Otto just couldn't find it within himself to be sympathetic. "Most people can pay those with _normal _jobs," he said harshly. The actuator tightened even more.

"Sick…" Lynnea gasped out. "My… daughter… sick…"

_Daughter? _Otto couldn't imagine this psychopath with a child. "I don't believe you," he said.

"Can… prove it… Please…"

Otto considered. He could snap her neck right now and end it all… but if she was telling the truth… He ordered the actuator to release her, and she fell to the floor, gasping. "Prove it," Otto said, his tone dangerous. Lynnea started to shuffle across the floor towards her duffle bag. Otto stepped between her and her goal. "Nuh-uh. I know you carry a weapon. What are you looking for?"

She didn't look up. "In the bottom… there's something…"

The duffle was sitting on the cot she'd been given. Otto sat next to it, pulling the duffel onto his lap and sorting through the contents. He felt a little embarrassed to be handling her undergarments, but the proof he sought was beneath them. It was a framed photograph of Lynnea, holding a little girl in her arms. There was no doubt of their relation; they had the same face, the same sleek black hair. Only the girl's striking blue eyes were a contrast to Lynnea's dark brown.

Lynnea pulled herself onto the cot beside Otto. "Her name is Lenore," she said, her voice strengthening as she found her breath. "Yes, I read Poe," she added before he could ask. "It seemed appropriate." She gave him a weak smile as she took the photo from him.

"She's sick?" Otto prodded.

"She has cancer," Lynnea said softly. "It's treatable, and she's currently in a clinic undergoing therapy. Only… the treatment is expensive. It could end up costing half a million dollars, all of it coming out of my own wallet. I don't know if O'Connell has told you anything about my past, but no insurance company in the world will touch me, not even to help a little girl."

"What about her father? Won't he help?" This was the part that had Otto curious; Lynnea's aversion to being touched by men made it difficult to believe she would have a child.

"He… can't even help himself," Lynnea said, and something about her tone implied he'd better not say anything more on the subject. _And I thought _my _life was a mess._ "Most people don't make half a million dollars, and with a criminal record, I'd never be hired into one of the few jobs where I could make that kind of money. Hell, I don't think McDonalds would even hire me. So I was forced to use my talents to make the money I needed. Most of the people who can afford me are unscrupulous bastards. I've learned to look the other way."

She seemed genuinely distraught, and Otto had to fight back the urge to put his arm around her. His urge to kill her had faded, though he was still upset with her. Otto looked down at the photo Lynnea held tightly in her arms. "How old is she?" he asked.

"She's six now. This was taken when she was four, before she got sick. She's thinner now, and the therapy caused her to lose most of her hair…" There was a soft _mrrr _sound, and Bat jumped up onto the cot between them. He began to rub his head against his mistress's left shoulder, far from the bullet wound.

The cat's presence seemed to help pull Lynnea from her depression. "What are you doing here? I get the feeling you're not here on O'Connell's orders."

"I escaped this morning," Otto said. "No easy feat, with these." He showed her the three actuators with their inhibiting collars. "I repaired this one, but I don't want to touch the cuffs until I know there isn't some explosive in them. I don't think there is, actually, or O'Connell would have triggered it during my escape, but I need to be careful nonetheless."

"So, you're free. What are you going to do now?"

"I'm going back to Quest," Otto said.

XXX

"You're insane." It probably wasn't the best thing to say to a man who had just tried to kill her, but the words slipped out before Lynnea could stop them. "You just escaped; why the hell would you want to go back!" She had begun to dig through her duffel to find a scarf to hide the newly acquired bruises ringing her throat like a choker, but his declaration made her pause. "Revenge is a fine thing, but you'll be seriously outnumbered and outgunned." Why did she even care? Was it because he was the first person she'd seen who was suffering because of her actions? Why did he make her feel so damned guilty?

"You wouldn't be the first to say so." Octavius's tone was deceptively mild. "However, O'Connell's company is going to get rich using _my_ theories, my inventions. He used me to destroy his competition, seriously injuring me in the process. And he has my wife. I can't leave her in his hands, no matter what she is."

Aware that she could set him off again at any moment, Lynnea said carefully, "She isn't your wife anymore. The thoughts, the memories, the _soul _that made her who she was are gone. She's just a shell."

"A puppet," Octavius said flatly.

"A corpse puppet, yes. She knows only what her controller tells her, does only what she is commanded." Callous, but it was the truth. A corpse puppet was no longer a person, or so Lynnea had been taught.

"If she's so… so empty, why did she fear me when she saw me? Why did she scream when O'Connell mutilated her? I saw the fear in her eyes, the _pain. _There's something there, even if she's not the Rosie I remember."

_Mutilated? _Lynnea had felt a twinge through her tie to the puppet, something that she recognized as a response to pain, but she had no way of knowing just what had been done to the puppet. If O'Connell had harmed her in front of Dr. Octavius, that explained why the scientist had suddenly found the will to do what he hadn't been able to before and try to kill Lynnea. Octavius waited impatiently for an answer, and Lynnea swallowed. Nothing she could say would make him feel better about this. "Strong emotions seem to linger on after death. Have you ever heard ghost stories about haunted houses having an aura of fear, or pain, or hate?"

"I've never paid much attention to the supernatural. I wouldn't even believe this if Rosie hadn't died in my arms when the sunlight hit her."

No wonder he was listening to her as if he actually believed her. Scientists were normally skeptical of her abilities, or of the supernatural in general. "Well, no good emotions like happiness or love ever linger inside the puppet. They're… very effective tools of manipulation because of this."

"I can well imagine," Octavius said, his voice carefully neutrally. Lynnea refused to let his anger shake her. She was doing this for Lenore.

"The point is, she isn't your wife anymore. Even if you took her away from O'Connell, she would be tied to him, and she would go back to him. I… I'm sorry." The apology came hard; and she realized it was the first time she'd ever said she was sorry to a man.

"Maybe she's not my Rosie, but I can't leave her in O'Connell's care. You… created her; can't you remove her from O'Connell's control?"

"It doesn't work like that," Lynnea sighed regretfully. There were instances where it would have been easier if she could just wrest control of the puppet from the controller. "There is a bond of blood between them. My blood to give her life, his blood to guide that life. Blood to blood, to make hers flow…" she stopped herself before she could completely quote the spell. "To sever that link, you'd have to either kill O'Connell or destroy her. Killing the controller will leave her directionless, and she'd become even less animate than she is now. Destroying her body would be the best bet. Severing her head from her heart or burning her body would work best. That's usually what my clients do when they're finished with the puppets."

The doctor's face was white. "Destroy her?" His voice was strained. "She'd _feel _it, wouldn't she? She'd _feel _it if you burned her alive!" His hands were shaking, and Lynnea scooted away as far as she could from him while still staying on the cot. _No sudden moves… _She had the feeling that if she ran, he'd strike before he realized what he was doing.

"There's another option," Lynnea said quickly. Octavius's white face turned towards her. "It's not something I do for clients… I can lay her to rest. I can take back what I gave to her, then put her back in the grave. It would be completely painless for her, though it's a strain on me. To do that, though, the controller would have to either give her up willingly – and I can't see O'Connell doing that – or he would have to die." She didn't think that would be any problem for the scientist.

Octavius appeared to be considering this. "'Put her back in the grave,'" he repeated softly. The anguish in his voice was evident. "She really is dead." She saw his hand reach up and stroke something at his throat. His eyes closed, and his shoulders slumped. She worried for a moment that he was going to cry, but his eyes remained dry. "Yes," he said, sighing. "Lay her to rest. I'd rather she be truly dead than in O'Connell's control. Will… will you do it?"

"I don't see that I have a choice," she sighed. "If I don't, you'd probably kill me."

He didn't refute this. He didn't say anything for several moments, then said, "Are you using the cot?" he asked.

"No, why?"

Octavius threw himself sideways across the cot. "Because if you're not, then I am." She stared at him with disbelief for several moments, until he began to snore. Her traitorous cat slunk across the bed and curled up beside his face, purring madly.

Lynnea spent several moments watching this _man _sleeping on her bed, which she oddly didn't mind. _I get the feeling that things are going to get interesting, _she thought. She sighed in frustration. At this rate, she'd never get out of this accursed city and back to her daughter.

XXX

Bone ground against bone, and Peter nearly cried out. The pain was getting worse, not better. He'd hoped, a futile hope, that his powers would magically heal his wrists over night, but instead things seemed to have gotten worse. The bloody webbing still oozed from his wrists, and his hands felt nerveless, unresponsive. Being Spider-Man was out. There was no way whatsoever he could fight crime, or even cross the city via his normal mode of transport. He couldn't even properly wall crawl.

MJ was right. He _needed _real medical help, and he needed it right away.

Peter groaned. Why couldn't real life be like the comics, where the hero could either instantly heal overnight or had someone he/she trusted to tend to any wounds? MJ did her best, but she had no training beyond what they'd learned of first aid in high school. Peter paced the living room of his girlfriend's apartment, careful to do nothing to jostle his wounds. What could he do? Before Mary Jane had left for the day, she'd begged him to reconsider his decision not to seek a doctor. He'd lied through his teeth and told her that he felt better already. She hadn't believed him.

His pacing became more erratic as his thought cast about for something to help him. The hospital was out. Aunt May couldn't do anything. Dr. Curt Connors had been a surgeon – but with his right arm gone, he wouldn't appreciate Spider-Man dropping in asking for help. He could drop in on a private practice, but he didn't have the money, and Spider-Man had neither a credit card nor insurance.

Peter wanted to throw himself onto the couch and rest his face in his hands, but that would only hurt him further. There had to be _someone!_

When the answer came to him, he stopped short. When he'd taken that woman, Lynnea, to the First Ave Mission, there had been a volunteer who had checked to see if their flight through the city had injured Lynnea's wounded shoulder. The volunteer, who'd introduced herself as Susan, had said she'd had some experience as a paramedic and that, while she was no surgeon, she had some experience with wounds. She'd also been the only volunteer who hadn't been either awed or frightened by Spider-Man's presence in their midst. If he went, as Spider-Man, could she help him? Would she?

It was worth a shot. And it was better than sitting around trying to heal just by sheer force of will.

Peter pulled on his costume slowly, painfully, then redressed in the T-shirt and jeans MJ had brought for him. He pulled on a light jacket, then wadded up his Spider-Man mask and stuffed it in his pocket.

He caught a bus, creating a scene as putting his dollar into the slot took more coordination than his unresponsive fingers could handle, then fell into an empty seat.

Two more buses later, Peter walked down the street towards the mission. He ducked down an alley, stripped down to his costume and pulled his mask over his face. Normally, he'd web his clothing to a convenient wall, but now he was forced to stuff it under a dumpster. Then, ignoring the looks and the whispers his presence garnered, he went up the steps and entered the mission.

All voices cut off abruptly as he entered. The homeless who had come for an afternoon meal all glanced up, then went back to eating their soup. Clearly they weren't impressed by someone who ran around the city in tights saving people who had jobs and money… Spider-Man wondered where that thought had come from. Did he feel guilty for not being there for every vagrant who'd ever been in trouble?

"Is Susan here?" he asked. He couldn't quite hide the strain in his voice.

"She just got here," a male volunteer said. "She's in the break room. Did… did she do something wrong?"

Spider-Man shook his head. "I just need to speak to her. She's back there?"

"Yes, but…" Spider-Man pushed past the volunteer, who finished, "only volunteers are allowed back there."

Susan wasn't the most beautiful of women; she was in her early thirties, with plain, thin features and auburn hair in tight curls that would have been 'cute' when she was a little girl but were a nuisance to an adult who didn't have time or patience to comb the tangles out of those locks. But there was an honesty to her that was rarely seen. She genuinely cared about what she was doing.

Though, at the sight of him, she didn't look as if she cared to see him. "Oh," she said uncertainly. "Are you here to check on Lynnea?"

Spider-Man had almost forgotten about the young woman. "Oh, uh, is she all right?"

"She's fine." Susan brushed a strand of hair behind her ear. "She's anxious to leave, though. Is there still trouble?"

Spider-Man had no idea. "There is for me," he said helplessly. He held up his wrists. "You said you were a paramedic?" His voice was desperate.

Her eyes widened. Blood had soaked through the bandages and the costume itself, and Susan carefully peeled the sleeve away to expose MJ's makeshift bandages. She unwound it, then gasped at what she saw. "This isn't normal! What's wrong with your… uh…"

"Web shooters," Spider-Man supplied.

"Right…" she said weakly. She examined the bruised, swollen flesh, with bone pressed up against the skin. "Your wrists are shattered. There's nothing I can do about this – you need pins to hold everything in place. You need a doctor."

"No hospital," Spider-Man said sharply.

Susan looked up and raised an eyebrow. "Of course not. No one seems to want to go to the hospital lately," she said dryly.

"I heal fast," Spider-Man said. "I just don't want it to hurt so much while it heals."

"And you'll want the bones to heal straight, too," she said. "I might be able to push the bones into place and then stabilize them, but I won't lie; it'll be crude, at best, and it'll hurt like hell." She produced a first aid kit, popped the lid, then frowned. "There's nothing in here I can use to stabilize the breaks. That ruler is too small to really help. There might be something in the store room that I can use," she said thoughtfully. "You'd be amazed what people will donate." She was about to leave to go check, but then turned back. "I think Lynnea's in the store room. Do you want to say hi?"

Spider-Man wasn't sure how he felt about the woman and the way she used her 'abilities,' but he did hope that she was all right. He followed Susan to the back, through a complex maze of boxes filled with everything from clothing, cans of food, and even totally useless items like a broken Nintendo.

"I think I saw a broken coat rack back here; I should be able to use the pieces…" She trailed off as they rounded the boxes to come upon a shocking sight: Dr. Otto Octavius, crashed out on the cot, actuators splayed around him, with a cat sleeping soundly on his face.

To Be Continued…

Heh, that was a good guess about where Peter would find help, Monkey Queen!

I was a little wary about Lynnea's back story. Initially, when I created her, she was going to be a very minor character who reanimated just because she was greedy. But then I started to develop her, and to actually _like_ her, and I realized I didn't want her to be like that, especially since I already O'Connell as a money-hungry, evil character. And then I couldn't decide if I wanted Lenore to be Lynnea's sister, or her daughter. Having her as a daughter seemed more twisted, considering Lynnea's past… but how many OCs do you see who have children?


	18. Desperate Measures

Disclaimer: Spider-Man characters are property of Marvel. Lynnea, Susan, and O'Connell are mine. Yay.

Author's Note: Well, I'm back. Sorry this is later than I'd hoped; inspiration wasn't coming. Nearly done with this! I'm close… so close… And then, after this, I get to start my new fic _NOSCE TE IPSUM_. Hooray for challenging myself… I think I try to do too much. This is yet another chapter where not much happens and it seems to be filler. And I get to show off my complete lack of skill in all things electronic. You'd think the daughter of an electrician would pick something up after so many years… Anyway, I apologize. The story picks up after this, as I near the conclusion. Unfortunately, that conclusion could be further than I thought; this might end up a couple chapters longer than I'd expected.

_**Moonlight Becomes You**_

_Eighteen – Desperate Measures_

_November 8_

Spider-Man just gaped, open-mouthed, at his vulnerable foe for several long moments. He'd known, of course, that Octavius would try to escape, especially after what Spider-Man had told him, but he hadn't expected the scientist to break free so soon. Or to be _here_, of all places. _This would be the ol' Parker luck again, _Spider-Man thought numbly. _Man, will I _ever _get a break?_

Susan clearly hadn't expected to see him here, either. But, much to his surprise, rather than being afraid _of _Octavius, she seemed to be afraid _for _him. She shifted, putting herself between Spider-Man and Octavius, glancing between the two of them with wide eyes. A sinuous black shape, reacting to the movement, uncoiled from the sleeping scientist's backside and rose into the air, swaying like a charmed snake. The three pincers opened, and it gave an odd warbling squeak. Beneath it, Octavius shuddered and then woke. He pushed the cat away, and it _mrr_ed unhappily. Octavius stared blearily at the two onlookers for several moments, and then it seemed to register that Spider-Man was standing over him. The black actuator coiled into a striking position over his shoulder; the others remained motionless.

"Stop!" Susan said desperately. "Please… not here! Not with both of you injured!"

At her words, Spider-Man became aware of the ashen tone of his foe's skin, the sunken eyes, the arm in a sling against his chest… _That's why he wanted me to hit his left shoulder the other night; he wanted me to strike a wound so he wouldn't have to pretend being hurt. _He remembered his encounter with the scientist on Halloween; just how badly had he been injured?

Lynnea had appeared from wherever she'd been hiding in the maze of boxes and was watching the exchange with interest. "Fifty bucks says the octopus wins," she said to no one in particular. _Thanks for the vote of confidence, _Spider-Man thought acidly, but then, with his wrists damaged, the odds for his success didn't look too good.

"I don't want to fight," Octavius said wearily. The actuator gave a squeal and turned to look at its host, then flopped down on the cot. Octavius flashed a weak grin. "It's never going to let me hear the end of this," he said, referring to the actuator. "What are you doing here, arachnid?"

Spider-Man gritted his teeth as he held up his ruined wrists. "Looking for help," he said stiffly. "I can't exactly go to the hospital. I was desperate."

Susan relaxed visibly as it became clear there wouldn't be a confrontation. Yet. Spider-Man was _not _happy about what Octavius had done to him, and, while he wasn't the vengeful type, a part of him wanted the scientist to pay. With his wrists broken, he couldn't perform his duties as Spider-Man, leaving the city virtually unprotected. Oh, the police would do what they could – but his short vacation from his crime-fighting several months ago had shown him just how much the city needed the costumed crime-fighter.

Octavius couldn't meet his eyes. The concrete floor beneath his scuffed boots suddenly seemed very interesting. "I'm sorry," he said, almost too softly to be audible. Susan's lips thinned as realization dawned. Spider-Man wondered how she'd gotten involved in this; she was clearly unhappy with Octavius, though unsurprised.

"This is neutral territory," Susan said quietly. "I'd appreciate it if you keep your enmity outside the mission. The people here don't deserve to get caught up in a battle between the two of you." Spider-Man nodded, then waited for Octavius to respond. There was no telling what the doctor would do, or be coerced into doing. But the scientist just nodded slowly, still refusing to meet anyone's eyes. "Good. I'm going to see what I can do about your wrists," she said to Spider-Man, then turned to Octavius. "Is there anything you need?"

"Tools," he said immediately. He pulled one of the grey-and-yellow actuators into his lap and ran his fingers along a smooth metal band set behind the pincers. "I need to remove these. And… food," he added reluctantly. "I didn't want to ask…" he trailed off.

"Lynnea, could you grab him a bowl of soup? And we have tools in the closet since we do our own repairs; nothing really advanced, but it's all I can offer you." Susan directed Spider-Man to sit on the cot beside Octavius, then went off to fetch the tools while Lynnea trailed after to retrieve the soup. Bat took the opportunity to curl up in the small gap between the two of them.

"Did you see-" Spider-Man began.

"I saw," Octavius said heavily. "It's like she died all over again." He closed his eyes and massaged his forehead. "That's two times I've lost her." The pain in his voice was clear, and Spider-Man momentarily forgot what Octavius had done to him. His wrists would heal, but the doctor's anguish at losing his wife would stay with him forever.

"I'm sorry," he said. "I didn't want it to be true. I didn't believe it, myself, at first. You know, the whole raising the dead thing. But MJ and I did some research on it and there are a lot of stories-" Spider-Man trailed off as the scientist seemed to sink further and further into himself. _Good work, Parker, _he scolded himself. _He just lost his wife – again – and here you are rubbing it in!_ "Sorry," he repeated weakly.

"Just leave me alone," Octavius whispered. His fingers were clenched around the inanimate actuator's pincers tight enough to turn his knuckles white. There was a tremor in his voice, and Spider-Man angled his head so he could examine the scientist through his lenses. The lighting in the store room was dim, and Octavius had removed his sunglasses. The lost look in those wide brown eyes was heartbreaking. But there was something else there besides sadness: Rage, a smoldering fury unlike anything Spider-Man had seen in the doctor even when they'd faced off as foes.

He couldn't quite suppress a shiver. Octavius was a man with nothing to lose – which would make him very dangerous. Steven O'Connell was a dead man and, as much as he deserved it, Spider-Man couldn't let Octavius kill him and make the biggest mistake of his life.

XXX

It barely registered when Susan set a battered toolbox on the cot next to him and led Spider-Man away; Otto didn't snap out of his stupor until Lynnea came with a bowl of lukewarm soup and held it before his face, wafting the smell his way. His stomach rumbled, reminding him that he hadn't had a proper meal since his barely-touched dinner the previous night. Otto took the offered bowl and slowly consumed the contents without really tasting it. Sensing his need to be alone with his thoughts, Lynnea scooped her cat into her arms and left him.

It was the first time he'd been able to really think things through without other concerns demanding his attention since Rosie had collapsed into his arms that morning. He set aside the empty soup bowl and stared down at the motionless actuator in his lap without really seeing it. He'd lost her again… A sob rose in his throat. It wasn't fair! Why did this keep happening to him? The accident had destroyed his life, taking from him everything he'd held dear and leaving him a ruin of a man. The one good thing to happen to him had turned out to be a cruel lie. Once again, his world was falling apart around him.

This time, however, he had someone to blame for his pain. _O'Connell._

**_We will make him pay, Father, _**the functioning actuator said. **_But first, you must free the other units. _**Without being asked, the pincer nosed open the toolbox and pulled out a screwdriver, then nudged Otto's hand until he opened it and accepted the tool. **_There isn't much to work with here, but we should be able to do it. _**Was it just his imagination, or did the mental voice sound uncertain?

Otto stared down at the screwdriver as if he'd never seen its like before. The actuator warbled, its equivalent of an exasperated sigh, then snapped its pincers shut with a loud _clack, _making Otto jump. He blinked rapidly, then regarded the impatient machine with surprise. **_You must not lose focus, Father. That man used you and plans to make money off your designs, and he would have killed you to get us. You wish for revenge, remember?_**

_I remember, _he said quietly. _I haven't lost sight of that. It's just… No, you wouldn't understand._

The actuator didn't probe into the matter further, as another human would; it knew its limitations when it came to human emotion. Instead, it made a show of examining the collar fastened around the lower left pincer. **_There are no explosives, _**it said after a moment. **_There is a high probability that we can free the others if we are very careful. But you must focus! _**it admonished.

_Focus… right_. Thoughts of revenge would have to be reserved for later. Without four functioning actuators, he'd have no chance of getting his revenge. **_The cuff contains a chip that interrupts the signals from your brain and the AI of the individual units, _**the actuator informed him. **_Removal of the chip will free the others with no permanent damage. _**

_This seems far too simple, _Otto said. He waited for the ax to fall, and wasn't disappointed.

_**The cuff does not contain explosives, but it is wired to emit an electric pulse that will potentially cause serious damage to you and will has a 99.9 percent probability of scrambling the programming of the actuator if you break the circuit of the wires in the collar.**_

_So I have to remove the cuff without breaking the circuit. Show it to me. _The actuator's sensors were able to produce an image of the cuff's inner workings, which it projected into Otto's brain. He closed his eyes so as not to be distracted, and carefully studied the schematic. The image wasn't complete, due to the lack of certain sensors, but it was enough. He could see the wire that triggered the electric shock; it completely encircled the actuator, and had been activated as soon as the two endpoints had come into contact with each other when the collar had been closed.

Otto had two options: Finding out the frequency of the remote control that disabled the cuffs and rigging up something to emit that frequency, or remove the cuffs without breaking the circuit. Unfortunately, he couldn't just slip it down the pincer; it was too snug, and would get caught on the hinges of the pincers. If he could just slightly loosen each cuff, he could slip it off… but how could he do that without breaking the circuit?

_Nothing is ever easy, is it? _He had an idea, but he didn't know how he could pull it off. He couldn't use his left arm, and his right hand was still bandaged, the fingers barely able to move. The upper right actuator wouldn't be much help, either, without the delicate internal instruments it had had before its destruction. He needed a steady pair of hands. Or at least _one _steady hand. Peter was out, Otto realized with a wave of guilt. He wouldn't be able to do much for a _long _time. Susan would probably be willing, but Otto didn't want to put the woman at risk if the electric pulse went off. She'd already done so much for him already. That left… Lynnea. She was injured, but at least she had use of one arm. Would she help him? He knew he was desperate to even consider her. But, if _she _died, it would be no big loss… even if the image of that wide-eyed child would haunt him if Lynnea died.

It would be just one more demon to deal with.

"Lynnea?" he called softly, his voice echoing through the storeroom. After about a minute, the young woman slipped through a gap between two stacks of boxes and stood regarding Otto suspiciously. He noted that she stayed out of attack range of the lone actuator.

"Yeah?" she asked, eyes narrowing. She'd been reading; she held a book in her right hand, fingers marking the page. Despite the shoulder damage, her grip seemed steady, compared to his own shaky grip, anyway.

"How's your shoulder?" he asked.

She frowned. "It hurts like hell, but the bullet didn't hit anything vital, and the doctors said it's a clean wound that should heal without any permanent damage if I'm careful." She absently touched the spot beneath her collar bone where the bullet had passed through. She wrinkled her nose. "I suppose I have you to thank for that." Her frown deepened. "What's with your concern all of a sudden?"

"I need an extra pair of hands." Otto's mouth quirked at the irony of the situation. Who'd have thought there'd be a situation where eight limbs weren't enough? "I need to disable these devices on the actuators, but it requires steadier hands than mine." He considered for a moment. "Is there anything electronic in any of these boxes?"

"I saw an old Nintendo back there. I haven't really dug around, though."

"That'll work. Bring it here."

Looking as if she resented his commands, Lynnea spun on one heel and vanished into the maze of boxes. She emerged with the grey plastic box that had once been the height of technology, but was now obsolete. "Haven't seen one of these things in years," Lynnea mused as she set it on the cot next to Otto. "I wonder if it still works?"

Otto cracked the plastic casing, making Lynnea wince. "Not anymore," Otto said. He examined the innards, noting with satisfaction that it contained several wires. He plucked out several, laying them atop the discarded casing.

"What are you going to do?" Lynnea sounded fascinated in spite of herself.

"If I cut off the cuff, I'll set off a trap that will destroy the actuator and electrocute me. I've been electrocuted before; it's not something that I care to repeat," Otto said wryly. "I have to avoid severing the circuit."

"And how do you plan to do that?"

"I'm going to use these wires to lengthen the circuit enough so I can slide the cuff off."

Lynnea cocked her head, thinking it over. "But won't you have to cut the wires in the cuff to splice in these? Won't that, uh, break the circuit?"

Otto positioned the actuator in his lap so she could see the seam where the two ends of the cuff had been joined together. "There's an area where the two ends of the wires meet where one of these," he held up a short twist of wire scavenged from the Nintendo, "can be spliced in. I'll be able to separate this junction but the circuit will still be complete and I'll be able to remove the cuff."

"That sounds… simple." Lynnea bit her lip. "Why do I get the feeling that you wouldn't need me if it were that easy?"

Otto smiled grimly. "You're going to have to do the actual work. And if you fail… well, you wouldn't be able to move quick enough to get out of the way of the electrical discharge."

Lynnea just gaped at him. "You ask an awful lot for someone who isn't _paying_ me!" she snarled. "Why should I do this for you?"

"Because I'm going to kill O'Connell," Otto said simply. "You may have barely escaped him, but do you really think he'll just let you get away? He may not know where you are now, but I'm betting he knows about Lenore, doesn't he?" From the tightening of Lynnea's jaw, he knew he'd guessed correctly. "Do you think he'd hesitate to use her to get at you?"

"No," she said softly. "I've already called the clinic to see if anyone has asked about Lenore, or if they've seen anyone strange in the clinic. So far, there hasn't been anything suspicious, but you're right. O'Connell's not the type to leave any loose ends."

"I can prevent that," Otto said softly. "Just help me do this."

"All right… but you can't leave O'Connell alive. If that bastard escapes to harm my daughter, electrocution will seem pleasant compared to what I can do to you."

Coming from the young woman, the threat should have been amusing. But this was a girl who could raise the dead, and possibly had other unnatural talents she hadn't revealed. She'd also shown a distinct lack of morals. Otto resolved to never underestimate this unassuming young woman. In her own way, she was more frightening than O'Connell.

XXX

"That's the best that I can do," Susan said, stepping back. "I'm no surgeon, so I can't tell you if it did any good."

The past hour had been hell for Spider-Man; Susan hadn't just bound his arms as Mary Jane had, she'd tried to push each wrist bone into place so they no longer pushed against his skin. Without x-rays, it was guesswork, and Susan had only done it at Spider-Man's urgings. He was prepared to take the risk that she'd made things worse instead of better. The oozing web shooters, she had no clue what to do with.

And it had _hurt. _As Susan slowly bound his wrists, using smooth lengths of wood to support the wrists and limit movement, Spider-Man tried not to scream. He was accustomed to physical pain by now, had thought he had felt the worst. But nothing, _nothing _compared to this. He moaned and leaned back against the wall. Susan had gone to raid the cabinets for some aspirin to dull the pain, leaving him alone in the break room. The other volunteers had left Susan alone while she cared for his wounds, but occasionally, curious faces peeked around the door frame to get a close-up look at Spider-Man. At least they left him alone, respecting his need for privacy.

Susan came back with a small white container, twisting off the lid as she approached. Spider-Man was grateful; child-proof caps were impossible to open even with two functioning wrists. Hesitantly, he rolled back his mask to just under his nose, wincing as each movement of his fingers jarred his wrists. Hurt or not, his paranoia wouldn't let Susan touch the mask. He took the proffered pills and popped them in his mouth, washing them down with the bottle of water Susan offered him.

"Shall I call a cab for you?" Susan asked. "Or do you have a Spider-Mobile parked out there?" Her lips quirked in a wry grin.

Spider-Man returned her grin as he imagined driving around in a 'Spider-Mobile.' It would probably be red and blue, with a web motif… He wouldn't be caught dead in a vehicle like that. And it would certainly ruin the element of surprise; there was no way he'd be able to sneak up on a mugger in a car like that. "I think I can manage," he said. "Just give me a few minutes." The aspirin was taking affect, and he leaned back, savoring the dimming of the pain. Maybe he'd be able to get some sleep tonight; he certainly hadn't been able to the previous night, when the slightest movement had sent pain shooting through his arms. Yes, he'd have no trouble sleeping right now, no trouble at all…

When Susan came back in to the break room five minutes later, Spider-Man was snoring. She pulled the mask back down over his jaw, then quietly left the room, warning the other volunteers to stay away.

XXX

Sweat burned her eyes, and Lynnea leaned back to rub her arm across her face. _Just one more, and these damned things will be completely free. _The upper left actuator was the last, and Lynnea had to fight the urge to just yank the collar off and be done with it. The process of removing the control collars was more difficult than Octavius had said it would be, and Lynnea wanted to scream in frustration. For one thing, it was more difficult than they'd originally expected to not break the circuit. The two ends, joined when the cuff was locked in place, weren't connected to each other; rather, the knobbed heads were just touching. Meaning that as soon as the collar's outer layer was peeled away, there was little holding the two ends in contact and all it would take to break the circuit was the slightest slip, leaving her fried to a crisp because there was no chance she'd be able to back away… And then, the new wires couldn't be spliced in, after all. Lynnea had to hold the insulated wires in place while Octavius pulled the touching heads apart and carefully slid the widened loop down the pincer. As an added bonus, the machines expressed their displeasure at being trapped for so long by thrashing around as soon as the chip was no longer in contact with their casing. Lynnea was frankly stunned that she wasn't dead yet.

She was about to go back to work, when she noticed that Octavius wasn't even paying attention to what she was doing. _Bastard, _she thought wearily. Here she was doing the hard part, and he wasn't even watching!

His eyes were on Bat, who was crouched down in Classic Kitty Pre-Attack Posture. Wide, unblinking green eyes were focused on the lower right actuator, which was sweeping restlessly across the cot's surface. Whiskers twitched, the cat's only movement. Then, without warning, the cat sprang, wrapping his paws around the actuator just behind the pincer head and struggling to wrestle the machine to the ground.

Lynnea expected her feline's antics would earn him instant death, and started to lunge forward to drag her companion to safety, but the scientist's chuckle stopped her. "Brave, isn't he?" Octavius asked, turning to regard Lynnea.

"Or stupid; I haven't decided which, yet. Can we get this over with, Doctor?" She couldn't understand why he was letting himself get distracted; he'd been the one so gung ho to free his machines!

"Right," Octavius said. He tore his gaze away from the cat, who was now lying on his back with the actuator still clutched in his front paws and was kicking savagely at the metal segments with his rear feet. Impossibly, the inexpressive piece of machinery seemed to be _amused _by her cat's ferocity, and the other two actuators were watching the battle with interest. Better that than them watching _her, _Lynnea decided. Those unblinking lights seemed to bore into her, making her squirm. Except for the black actuator; the dark place where the light should have been reminded her eerily of an empty eye socket, yet it could still _watch _her. She shook off the feeling and turned her attention back to the job at hand. Carefully, Lynnea touched the exposed wire tips of the U-shaped wire salvaged from the Nintendo to the bare patch behind each knob of the contact points, and Octavius slowly parted the connectors. "Just a moment," he said. The two actuators not involved in the cat vs. tentacle battle arced around and gripped the immobile actuator with vise-like grips. "This one knows I've been taking parts from it, but it might react badly when it's freed and realizes just how many parts I've used," Octavius explained.

_Great… Because I really, really wanted another challenge. No wonder he was saving this one for last. _She supposed she could understand why the actuator would react strongly; if she'd woken from a coma to find her organs had been harvested, she'd be pissed, too.

Lynnea blinked. At what point, she wondered, had she started to think of the machines as having emotions and personalities? No matter. She just wanted to get this done… As soon as she announced she had a tight hold on the wires, Octavius widened the collar as far as it could without yanking the wire from her grip and began to slide it down the pincer's scorched length.

The actuator shuddered under her hands, and she and Octavius froze. She could feel the power of the machine under her hands, could almost feel it tense in anticipation for a strike. She hadn't gotten this feeling from the other actuators, and she turned toward Octavius worriedly. But he wasn't paying attention again; his eyes were squeezed tightly shut, and he was muttering under his breath. "It doesn't seem to hear me," Octavius whispered. "I removed a couple of wires last night… I was tired when I did it… I might have severed something I shouldn't have." Octavius changed his grip so he could concentrate on holding the collar steady.

"You mean you lobotomized it?" Lynnea asked, and the scientist's eyes snapped open. Beneath her hands, the actuator twitched again. The lower right actuator, free from Bat's grip now that the cat was watching the removal process with fascination, joined the other two actuators in holding the trapped unit by grabbing it right behind the pincer head.

"We can't just slide the collar off; it won't hold still long enough for that. The others are going to yank the actuator backwards, so we're going to have to hold the collar steady." Another, more violent jerk almost made Lynnea lose her grip on the wires, and she quickly adjusted her grip.

"Whatever, just _hurry,"_ she said through gritted teeth.

"Hold on," Octavius said. Like he needed to tell her… His one-handed grip joined her own, so at least if she died, he'd join her. "All right," he said. "Do it." The three actuators pulled the fourth, which thrashed in their grip. But it was faster than the gradual sliding off of the collar, and it looked as if they'd pull this off without a hitch.

And then the collar _snagged _on the last joint of one of the pincer's claws when the head unexpectedly blossomed open. There was a jerk on the collar, causing her fingers to slip. The wire was pulled away, breaking the circuit.

To Be Continued…

Ugh. The removal of the collars on the actuators just isn't that clear, is it? I know what I'm talking about, and it sounds good in my head, but I just can't seem to make it sound right on paper.


	19. Loose Ends

Disclaimer: All Spider-Man characters are property of Marvel, sadly. I wouldn't mind owning them… Lynnea, Susan, and O'Connell belong to me.

Author's Note: This chapter wasn't originally part of my plan, but it fits in, even though it means this fic is now going to be at least on chapter longer than I'd originally intended. I guess that's not so bad, right? For you, anyway… I'm the one stuck writing. Stupid chapter; why were you so frickin' hard! Why did you take two whole weeks – and a half - for me to write? Agh! I almost scrapped it, except that it turns out that I need it now; I've planned things around it.

_**Moonlight Becomes You**_

_Nineteen – Loose Ends_

_November 8_

When death wasn't immediately forthcoming, Lynnea slowly opened her eyes. Her face was whiter than normal and her voice, when she finally found it, was a croak. "Why… why aren't we dead?"

Otto looked down at the cuff he still held in his hand, so the girl wouldn't see the expression on his face. "Oh… I resealed the collar as soon as most of the actuator pulled through," he said casually. "You weren't in any danger." He showed her where the two ends had once again been latched together. "Really, you could have let go sooner."

The expression on her face made it worth it. "You… I… But… You bastard!" she shrieked. "I thought I was going to die!"

Otto chuckled softly as he directed the three actuators to bring the upper left towards him. "Now you know how I felt under O'Connell's care." He was still smiling, but his humor was gone. There was a long moment of silence as Otto pried open the actuator's pincers and examined the wiring inside. It didn't take him long to find the problem; he hadn't severed any wires, as he'd feared, but had instead pulled one loose. He reconnected the wire, and the actuator stilled under his hands. He released it, and the actuator began to test its movements. The pincers hung slightly ajar due to his cannibalization, making it look as if it had a broken jaw, but he now had two fully functional actuators and two that were half functional.

_How are you doing? _he asked.

**_We are functioning at 83 percent, _**three voices in perfect harmony told him.

**_I am functioning at 65 percent, _**the fourth voice told him.

Otto was taken aback. He'd expected that once all four actuators were active, they'd go back to their harmonious relationship. But the exclusion of the damaged upper right from their report was peculiar. He wondered if it was the start of a whole new problem for him.

**_Do not worry, Father. I will still act in accord with the other units, _**the upper right told him. **_But I have grown accustomed to acting independently. _**Otto just frowned. It was too early to decide whether this was a change for the better or worse.

"Is everything all right? You have this kind of empty-eyed, slack-jawed look on your face like you've just been lobotomized or something," Lynnea interrupted. "I was worried you were going to start drooling on the sheets."

Otto snapped back into focus. "The actuators were running a diagnostic and giving me a report," he said, his voice vaguely irritated. Lobotomized? Did he really look that bad when he was conversing with the actuators?

Lynnea shook her head wonderingly. "You really _do _hear voices in your head, don't you? You may be the only criminal who can get away with that excuse."

"It's not all it's cracked up to be," Otto said, turning his attention from the girl to the three cuffs setting beside him on the cot. He'd closed them as soon as they were free of the actuators, but there was still a chance someone could set them off. "I don't suppose you saw any rubber in all this junk, did you?"

Lynnea shook her head. "I didn't see anything, but I'll look. You could probably find _anything _in there; my mom would've been in heaven picking through all that crap. She was a yard sale junkie. Some of the things she brought home…" Lynnea broke off. She gave him a peculiar look, then got up to rummage around through the boxes. He heard occasional exclamations from somewhere in the depths of the maze of boxes, and after several moments she came out with a rolled doormat. "Why would people think the poor want Pokemon cards?" she wondered. She handed the mat to Otto. "Will this be of any use?"

The doormat was indeed rubber, and Otto rolled the cuffs into the mat. Hopefully, there would be enough insulation in case the cuffs accidentally went off before Otto disposed of them. He didn't know what he was going to do with them yet, but he wasn't going to just leave the dangerous devices here.

"So, now what?" Lynnea asked. She put her book back in her bag, then backed away from him. "Time to storm Quest Aerospace and beat O'Connell into a bloody pulp?" There was an eager look in her eyes that Otto didn't quite like, as if she relished the thought of seeing their erstwhile employer reduced to a gory smear on the floor. Granted, he felt the same way, but it was still unsettling to see the expression on the younger woman's face. He'd grown so accustomed to having her as his friendly nurse that, even after knowing that she was responsible for all that had happened, it was still difficult to accept there was something wrong with her. It was why she wasn't dead yet.

"No," Otto said mildly. "I'm exhausted, I need to try to repair some of the damage to my actuators, I don't have a plan of attack, and O'Connell's men are likely to still be in an uproar over my escape. I'm not going anywhere until tomorrow night at the earliest." He flopped down on his side, facing away from Lynnea. He wanted at least one good night's sleep before he went after O'Connell.

Assuming his thoughts would leave him alone long enough to get that sleep.

XXX

The three men stopped before the First Ave Mission's steps, eyes on the sign above the door. The one in the lead turned to the man to his left and murmured, "Are you sure this is the place?"

The second man consulted the small electronic device he held. "The signal is coming from straight ahead," he said. "You've got to admit; it's one hell of a hiding place." He slid the device back into the pocket of the long, bulky coat that concealed his Kevlar armor. The other two men were identically dressed.

The first man grunted in agreement, and his hand rested on the butt of his gun, concealed in one voluminous pocket. "Don't draw until we know he's here," he warned the other two. He knew they had itchy trigger fingers; after the dressing down O'Connell had given them for losing Dr. Octavius, they needed an outlet for their anger. The man smiled mirthlessly. At least they'd been given permission to finally do what Quest's security force had been wanting to do since they'd taken the doctor prisoner… His fingers stroked the cold metal of the silencer attached to the barrel of his handgun. They'd be doing the city a favor, ridding them of a pest. Their orders were to take him alive, if possible, but O'Connell had given them permission to kill if necessary, just as long as they brought the actuators back intact. The lead man was hoping that killing would be necessary.

Despite the late hour, the door wasn't locked, and the trio entered the mission. The first man wrinkled his nose at the stench of unwashed bodies and he surveyed the benches full of the dregs of humanity with disgust. At least there'd be no big loss if they had to dispose of witnesses. No one would care if a few homeless were killed.

"Excuse me, can I help you?" A weary-looking woman had spotted them and started to cross the room. The man forced his face to remain neutral; he didn't think she'd welcome someone disgusted by the atmosphere. He must have given something away, however, because the woman slowed as she drew closer, her pleasant smile fading. "Are you lost?" she asked.

"We're looking for someone," the first man said. "A… homeless man. Tall, middle-aged, brown hair, sunglasses, with a long, tattered coat?" For Octavius to be hiding here, or to at least have stopped here, the man figured that the scientist must have frequented the place, in the guise of one of the city's hundreds of homeless. And if he was a regular, then someone here had to recognize the description, and must know something about him. If he was gone, maybe someone here would be able to reveal Octavius' haunts.

The man knew he'd hit the jackpot when the woman started, then began to uneasily toy with a loose strand of her long red hair. "Hundreds of people come here for shelter; there must be dozens that fit that description." She was trying to remain calm, but her expressive face wasn't good at concealing emotions. She knew exactly who they were talking about and, judging from the way her eyes darted to the side as though looking for something, he was still here. "If you'd wait here, I could check for you…"

He grabbed the woman's arm, not roughly, but tightly enough to keep her from pulling away. "I know what the man looks like; it would probably be quicker if I searched myself."

"We don't like visitors poking around the mission; it makes our patrons nervous." The woman showed remarkable courage, despite the fact that the three of them now surrounded her.

"You may not realize this, but you're harboring a dangerous criminal," the first man said. He had the feeling that she _did _know this, and this was confirmed by the slight widening of the woman's eyes.

"It's in your best interests to tell us where he is," the third man said, voice empty of all emotion.

"We don't want to hurt anyone," the second man said in a wheedling tone. "Just hand him over to us, and we'll leave without a fuss. We won't even inform the authorities that you've been hiding Doctor Octopus." He'd intentionally spoken loudly enough to be heard by the crowd of homeless and volunteers. A soft murmuring broke out, and a few of the homeless made a beeline towards the entrance.

"Susan, what's he talking about? What's going on?" One of the male volunteers had come up to them, presumably to back up the woman, but now he was glancing between the redhead and the three men with confusion.

"I don't know what he's talking about," the woman, Susan, said, but there was a catch in her voice. "Who are you?" she asked them. "You can't just barge in here like this! I'll call the police!"

The male volunteer took the hint and began to walk away, but the second man stepped in front of him. "How do you think they'll react when they hear you've been hiding a criminal?" the first man challenged. He gave her a sickening grin. "Besides, do you think the police _care _about a dump like this? They'd rather pretend it didn't exist."

"Let me go," Susan hissed. She tried to jerk free of his grip, but his fingers tightened around her. He waited for her next yank, and when he abruptly let go, she crashed to the floor with a cry. Two men in shabby, stained clothing came forward to help the woman up, while several more of the homeless headed towards the door, leaving behind their half-full bowls. Apparently, no hit meal was worth being stuck in the middle of something like this.

"We're just going to look around," the first man said, his voice unapologetic. The woman looked so shocked at first that he thought she wasn't going to put up any protest. Until she threw back her head and _screamed._

XXX

_**Father! Wake up!**_

**_Something is wrong. _**Cold metal nudged his face, and Otto winced when the pincer pressed against one of his wounds. Cruel, but an effective way to wake him up if the voices in his mind weren't enough.

_What do you mean something's wrong? _He was fully alert; life on the streets had taught him that the transition between sleep and full wakefulness was a very vulnerable time, even for him.

**_We heard a scream from the other room. _**Otto listened, but couldn't hear anything through the thick walls of the storeroom. At his command, the actuators increased audio pickup, and suddenly Otto could hear the commotion beyond the door. It didn't sound like one of the infrequent scuffles between two drunken homeless. He couldn't make out what was going on, but he was a frequent late-night visitor to the mission, and it was neverthis noisy this late at night. _A scream? _he asked, heart pounding.

There was only one reason trouble would come to the mission: Someone had come after Otto. _The cuffs had tracking devices… Idiot! _He was furious for himself for not thinking of it earlier. Of course O'Connell would want to keep track of Otto! And now everyone in the mission was in danger because he'd been a fool. _Has anyone entered the storeroom yet?_

**_No. They are still outside. But it will not be long before they find us. _**They rose in the air around him as pushed himself to his hands and knees. He had to get out of there; if he fled, there would be no reason for the intruders to harm any innocents, right? But escape was easier said than done; the only door led into the heart of the mission, the single window was a narrow slit that even someone who wasn't encumbered by actuators wouldn't be able to get through, and the walls were concrete, and he wouldn't be able to break through them before whoever O'Connell had sent located him.

And then there was Lynnea… Otto had no doubt about her fate if they found her here. She was a loose end, one they wouldn't hesitate to take care of. Despite what she had done, Otto couldn't leave her to die. He clambered to his feet, heading towards where he'd last heard her rummaging through the boxes. He found her collapsed atop a pile of ratty bedding and pillows, her cat curled at the small of her back. The feline looked up at his arrival and _mrr_ed a greeting. Remembering Lynnea's fear of contact, he used an actuator to nudge the girl's still form.

It was a wise precaution. Her first instinct upon waking seemed to be to fight; she rolled from his touch, a knife coming to her hand seemingly from nowhere. If the actuator hadn't grabbed her wrist, she might have tried to stab it before she realized what she was doing. She tried to pull away from its grip, but the strength of the pincers was vise-like. After a few moments, the sleepy look on her face faded and she dropped the knife. "Don't _do _that," she hissed.

"We've got trouble," Otto said, forestalling any further admonishment. "O'Connell's men found us."

Any remaining drowsiness vanished from Lynnea's face. "How many? Where are they?" she asked.

"I don't know, and they're still in the main room. The actuators picked up the sound of someone screaming," he said grimly. He hoped no one was hurt...

"Is there another way out?"

"No; I already considered that," he said. "And we can't hide; they know we're here, and O'Connell's men aren't the type to just do a half-assed search and leave. And even if they didn't find us, they're likely to hurt someone trying to learn our location. Our only option is to go out the front door."

She was smart enough not to contest the 'we.' After all, they'd already tried to kill her once, and if they found her here, they'd have no qualms about finishing the job. "Is that possible?"

"O'Connell can't have sent many men; the police may ignore a homeless shelter in general, but even they can't overlook a contingent of armed men marching on the building. I'm guessing they intended to catch me by surprise, and that there are only a handful of men. Well armed, but only a few."

Lynnea retrieved her knife from the pile of threadbare blankets. "So, what's the plan?"

"Stay here; you're wounded, and a knife is no good against several men who are probably carrying guns." Fortunately, she didn't protest, as he'd half-feared. At least she wasn't one of those girls who felt she had to prove herself, though he had the feeling that if she hadn't been wounded, she'd be a good person to have at his back. "I need to take these men out. They don't know the actuators are free, so I have an advantage. After that… I need to get the cuffs out of here. And you'll need to find a new place to hide until you can get out of the city." Otto gave the actuators the order to 'play dead,' and they went limp as though still restrained by the cuffs. "If something goes wrong, stay hidden, then get out of here as soon as you can" Though it was inaudible to there ears, the actuators had reported hearing more screams.

XXX

It wasn't the screams that woke Spider-Man, but, rather, the familiar prickling of the precognitive abilities he colorfully referred to as his 'Spider-sense.' He got a glimpse of three men, a woman lying at their feet, a crowd of shabbily dressed men and woman cringing away from the armed intruders. He jerked fully into consciousness, feeling a moment of disorientation as he tried to remember where he was. Knowing his location made it easier to act on his senses, to form a plan of action. _I'm at the First Ave Mission, _he remembered. _A homeless shelter. Getting my wrists fixed. But why would there be trouble? Dr. Octavius! _The scientist had insisted he wasn't here to hurt anyone, and Spider-Man was inclined to believe him. But trouble had clearly followed the villain, and Spider-Man wasn't up to a fight. While Susan's ministrations had helped, his wrists weren't going to be miraculously healed after a short nap.

He couldn't just stand by if there was trouble, however. He flexed his wrists experimentally, wincing at the pain that shot through his arms. No engaging anyone in fistfights, then. But he wasn't completely helpless. He stood up and went over to the break room's door, pressing his ear to the wood in an attempt to hear what was going on outside. There was quite a commotion, and Spider-Man heard a scream. He was fumbling with the door knob when pandemonium broke loose. And then he heard the first gunshot.

XXX

Otto entered the main room, his right hand upraised as if in surrender. The left was still in its sling; anything that made him look harmless and helpless would work to his advantage. The four actuators scraped on the cement floor underfoot, drawing looks. Out of the corner of his eye, he saw eyes widen and mouths drop open as they realized what was in their midst – even the city's homeless recognized a super-villain when they saw him. Several turned and ran, unhindered by the three armed men who stood in the center of the crowd. Good; they didn't have orders to kill all witnesses.

They had Susan at their feet; she was lying on her side, groaning. A thin line of blood ran down her temple and cheek. She looked otherwise unhurt, to Otto's relief. No one else looked injured, either, though a few of the volunteers looked like they were about to keel over in fright. The assembled homeless were made of sterner stuff and merely looked like they wanted to join the others in fleeing.

At his entrance, the men turned as one to face Otto, and he thought he saw disappointment on one of the men's faces, and was sickened. They'd come hoping to have to kill someone! "Doctor Octavius," one of them said with false pleasantness. "Our employer requests that you return to his services."

Otto was in no mood for games. "What have you done to these people?" he demanded harshly. "I heard screams."

The first man waved a hand at Susan. "She was trying to warn you. Foolish woman didn't expect that you'd actually come to _help _her." There was a gleam in his eye; he realized he'd found a potential hostage, and he wouldn't hesitate to take advantage of that.

"I didn't come to help," Otto said, his voice sinking into that low growl he'd grown used to using during his criminal career. "There's no other way out of here. I thought perhaps we could come to an agreement."

"You mean, you'll pay us twice what our employer is paying us?" the group's spokesman said mockingly. "I've heard that one before. This is the agreement: either you come with us willingly, or I put a bullet in your head and we take your corpse along with us. Either way, we still get paid. We're all reasonable men here, Doctor; if you choose to come willingly, no one gets hurt." Out of the corner of his eye, he saw the other two men pull weapons from their coats, and the first man plunged his hand into his own pocket.

"You're wrong," Otto said. "_You_ may be 'reasonable men,'" and he used the term loosely, "but I'm a madman, remember? And I choose the third option." _Now! _he commanded, and the actuators responded instantly, changing from immobile deadweight to blurs of motion in the blink of an eye. The first man didn't even have time to react when one of the pincers struck his chest, the force of the impact sending him flying across the common room and into a knot of gawking homeless men and women. Spectators ducked out of the way, screaming. The second man was hit simultaneously, hurtling him towards one of the tables. His back hit the table's edge, and there was a sickening _crack._ This one wasn't going to be threatening Susan again… The third man, who'd been standing a little ways back, managed to dodge an actuator's swing enough that the blow only caught him in the shoulder and sent him sprawling. He recovered quickly, raising his gun and firing.

The shot went wide, missing Otto. He didn't get a chance to fire again; the lower right tentacle grabbed the gun in its pincers and crushed its barrel – and, in the process, several of the shooter's fingers. The man screamed and clutched his wounded hand, distracting him from the second blow of the actuator that rendered him unconscious.

The first man, meanwhile, had recovered from the attack and had crawled back towards the still-dazed Susan, drawing his gun and holding it to the woman's temple. "Stand down, Doctor, or I kill the woman."

_Dammit! _He'd thought he'd hidden his concern for Susan! Apparently not… Looking down at the woman's panicked face, Otto deeply regretted the words that came out of his mouth. "So kill her. I'm not going back." His voice was cold, emotionless, and yet he got the impression the man wasn't buying his indifference towards Susan's fate. The gunman's grip around Susan's neck tightened.

The gunman gave Otto a knowing grin and said, "Whatever you say." His fingers tightened around the trigger.

And then, out of nowhere, a red and blue blur crashed into the man feet first, knocking the gun from his hand and slamming the man's head against the floor. Spider-Man fell awkwardly onto his rump, and remained in the undignified position as he surveyed the scene around him. "Well, that wasn't as graceful as I'd hoped," he commented. "No one breathes a word of this, okay? I have a reputation to maintain."

Otto offered Susan his hand, which she accepted. As she steadied herself, Otto glanced around the room, and his attention was caught by a group of people surrounding a still form lying in a spreading pool of blood. _No… _The gunshot had missed him, but hit one of the spectators behind him. Otto moved closer, ignoring the way the gawkers jumped out of his way as though they were next on his hit list, and crouched next to the figure. His worn, soiled clothing and dirty features marked him as one of the homeless. There was a hole in his chest, in the vicinity of his heart, and there was far too much blood around him. Otto reached out to check his pulse, but someone batted his hand away. Susan leaned down, her slender fingers going to the man's throat. After a moment, she shook her head. "He's gone," she whispered.

"I'm sorry… this is my fault…" Otto tried.

"Get out of here," Susan said.

"I will; I'm going to make certain this is never going to happen again."

"It won't," Susan said, "because you're not coming back."

At first, he thought she was predicting his death. "What?"

"It was a mistake to let you come back once I learned who you were," Susan said. "Even when you mean well, people get hurt. Get out of here, Otto. Don't come back," she said dully.

"It was an accident," Spider-Man said from somewhere behind them. "He didn't-"

"Get out!" Susan screamed. "Just get out!"

Otto's shoulders slumped. "Just let me grab my things," he said, his voice empty. Even the actuators, sensing his emotions, drooped until they were almost dragging on the floor. "Don't worry; you won't see me again."

XXX

Spider-Man didn't know whether he was still welcome or not. The people remaining in the mission were eyeing him with the same wariness they viewed Dr. Octavius with. Silently, he checked the condition of the three men. The one he'd jumped, and the one that Octavius had knocked unconscious were still breathing. The man who'd impacted against the table, however, was dead; his spine was snapped, and he was bent in an angle the human body wasn't built for.

There was movement behind him, and he turned to face Susan. The woman had recovered admirably, but there was still a haunted look in her eyes. Spider-Man hated to bother her, but he had to know. "What are you going to do?"

"Rodney called the cops," she said. "We can't lie to them. We'll have to tell them that Dr. Octavius was here and that these men came after him." Her shoulders slumped. "We didn't know it was him, at first. We didn't know we were harboring a criminal. He was just one of the homeless… lost, alone… And when I did find out, he was wounded and helpless. I didn't think he meant to harm anyone… I know he didn't intend for this to happen, but he brought it upon us. I had to ban him, I _had _to!"

"I understand," Spider-Man said. "You did what you had to. No one's going to hold you responsible."

"I knew who he was, and I still let him come here. They may ask me to leave."

Spider-Man couldn't think of any way to comfort the woman. But she seemed to need nothing more than someone to listen, and he could do that, at least.

"Worse, I turned him out on the streets. When he came to us, he was really no better off than any of the other homeless that we assist. I swore never to turn away anyone who needed help, and now… How am I going to live with myself?"

"Dr. Octavius can take care of himself," Spider-Man said, though he wasn't certain that was true. To Spider-Man's eyes, the scientist looked haggard, wrecked, even, as though he no longer cared for himself. He looked as though he was barely clinging to life, and now, in one day, he'd lost his wife for a second time and been banned from what was probably the one place where people had been kind to him.

Wounded or not, Spider-Man was going to have to keep an eye on Octavius – now, the only thing the man had to live for was his revenge on O'Connell. He wouldn't put it past the doctor to make an assault on Quest that could only be described as suicidal.

XXX

Night was falling. Somewhere in the city, his wife was coming to 'life,' under the complete control of O'Connell. Otto trudged gloomily along, avoiding the pedestrians hurrying about their business. Lynnea tagged along behind him.

She'd seen the sense in leaving, and had packed during Otto's battle. Having nowhere else to go, she'd agreed to come along with Otto. He wasn't willing to lose her, not when she was the only one who could break the bond between O'Connell and Rosie. She was reluctant, but she grudgingly admitted that he could protect her better than she could protect herself with a wounded shoulder. Which was how he'd come to be walking down the street with Bat's cat carrier in his good hand, because Lynnea couldn't juggle both the carrier and her bag with her own wounded arm. She'd made a few comments about it, at first, about how the cat carrier was a good disguise for him because no one would expect Doctor Octopus to haul around a kitty, unless it was a secret weapon of some sort. She'd joked that it sounded like a movie, _Doctor Octopus and the Kitty of Doom. _Otto had just given her a look, and she'd clammed up.

She hadn't said anything since, until Otto brought them to a halt before the building he'd chosen as a temporary hideout. It was a place he'd never wanted to return to, but he didn't plan to stay long.

"Good choice," Lynnea said dryly as she examined the building's face. "They'll never think to look in a building with your name on it."

Otto ignored her. He went to the door, pulling away the yellow police tape that still hung in the way, and used an actuator to force the door open. The lab's atmosphere had that musty feel of a building long neglected, though he imagined he could still smell the floral scent of Rosie's perfume. The lab, with the warped remains of his first failed experiment was the first thing one saw upon entering, bringing back unwanted memories. He shouldn't have returned…

Lynnea whistled as she set down her bag, then trotted over to examine the twisted crescent barely visible in the gloom. The only light came filtered through the plastic flaps stapled over the shattered windows that had claimed Rosie's life. Lynnea circled ground zero of the reactor, then bent down to examine something.

Otto had come to a decision. "I'm going tonight."

Lynnea slowly stood, staring at him as if he wasn't quite sane. "You're what?" She brushed the dust off her knees.

"I'm going after O'Connell tonight."

"What about what you were saying earlier? What about having a plan, being rested, et cetera? You said so yourself that going in unprepared would be a death sentence. Are you going to just throw your life away just because you were banned from a homeless shelter?" He wondered why Lynnea cared.

"I'm exiled even from the outcasts of society," Otto said hollowly. "It doesn't matter anymore. This ends tonight."

To Be Continued…


	20. Octopus, Spider, and Goblin

Disclaimer: All Spider-Man characters are property of Marvel. Lynnea and O'Connell are mine, however.

Author's Note: Just one more chapter after this. I'm almost done! Thanks, all, for sticking with me for so long. Sorry there was a slight delay; I wanted to get this up Tuesday, really I did, but I ended up spending a lot of time working on "Musique de la Nuit," because I was writing one of the most important chapters in the fic and I wanted to get it just right. Also, I find that it takes me longer to do the final chapters of a fic; I have this tendency to want to rush the ending of fics, and I have to restrain myself from hurrying or I'd write an inferior chapter. And even then, I'm not good at conclusions. Sigh. Just to warn you, this one skips around quite a bit near the end, so all the players can have their time in the sun, as it were.

_**Moonlight Becomes You**_

_Twenty – Octopus, Spider, and Goblin_

_November 8_

There was no power to the lab, and the shattered windows hadn't been repaired. Glass shards still glinted in piles on the floor; someone had made a cursory effort to sweep it out of the way, but hadn't done anything beyond that. Yellow police tape hung in tattered streamers in the window's warped framework, rippling in the chilly breeze that invaded the cold stone space. It wasn't home anymore, Otto thought. Not without Rosie. Glass crunched underfoot as he searched the lab for anything that hadn't been taken by either OsCorp or Quest; tools, parts, anything he could use to repair the actuators. But it had been stripped clean, leaving nothing larger than a few nuts and bolts.

Otto didn't even want to see what was left in the section of the building that had been the home he shared with Rosie. Her presence still lingered, and walking through those cold, empty rooms, knowing she'd never walk there with him, was more than he could currently bear. So instead, he took a seat on the chilled stone floor under the shadow of the warped crescent that was all that remained of his life-changing experiment, staring off into space as he mentally formulated a plan for breaking back in to Quest Aerospace.

He'd wait until night had fully fallen; O'Connell had kept late hours during Otto's brief association with the man, and he didn't think the director had changed his habits. It gave him a few hours, max. He'd originally wanted to get his hands on the blueprints for the building and learn the shifts of the security guards, but he had no time for that now. Thanks to his woeful mishandling of the First Ave shootout, news of Doctor Octopus's return would be all over the papers tomorrow, and was probably being broadcast over all the news even now. The police would be on the lookout for him, and it wouldn't be long before they thought to check the lab. He'd be gone long before then. At least he didn't have to worry about O'Connell's men finding him; he'd dumped the three collars in a dumpster, wrapped in rubber. He figured they would be safe until a garbage truck came, and if they discharged in the truck, they'd be insulated by the trash.

Lynnea entered the open space of the lab, holding a couple of cans that she'd presumably salvaged from the kitchen. "Do you want any of this?" she asked. Otto just nodded without looking to see what it was. She turned back, and Otto returned to his planning.

Really, there wasn't much he could plan. The Quest building was well guarded, and cameras were focused on the building's sides – and, knowing that Otto could climb those sides, O'Connell had probably doubled the surveillance. He couldn't enter from the top. Entering from the ground floor wouldn't work again; this time, he wouldn't be there at O'Connell's invitation. He had a tentative idea, but he'd need a distraction…

"Here you go. It's lucky your gas line wasn't disconnected, or I'd have had to cook this with a lighter," Lynnea said, setting a bowl in front of him. She frowned at the look that he gave her. "What is it? What are you looking at?"

Otto smiled grimly. "A distraction."

Lynnea took a step backwards. "Why am I thinking I'm not going to like this?"

"I want you to turn yourself in to O'Connell."

Her dark eyes narrowed, and her jaw tightened. "What the hell makes you think I'd do something that stupid? He'd kill me on sight!"

"Not if you had information he wanted. Say… the location of a certain scientist. He might be willing to keep you alive long enough to get that location. And by then, I'll have broken in."

Lynnea shook her head emphatically. "And in the mean time, he might decide to kill me rather than listen to me, and I'd have no chance at escape. Wouldn't it be safer just to have me call O'Connell and set up a meeting in a neutral area with a just a few guards and just take him out there?"

He'd already thought about that. "Assuming O'Connell would fall for such an obvious trap, yes, it would be easier. But I need to get into the Quest building itself for other reasons. They have my plans, my theories, and they're going to make money off of them. Even with O'Connell dead, Quest would still have those plans in their possession." He gave her a beseeching look. "You're the reason I'm in this mess. Don't you feel the least bit guilty about that?" She looked unmoved by his appeal; so much for tugging at her moral fibers. "Any money that either of us find, you can keep."

_That _got to her, as he'd thought it would. The loss of half her payment from O'Connell had been a serious blow, and the potential to get that money back, and then some, was enough to convince her to at least think it over. Otto pressed onward. "Besides, don't you have… abilities that could keep you safe?"

Lynnea set her bowl aside. "Do you mean, could I just wave a magical wand and make O'Connell's men burst into flame?" she scoffed. "If I could, my life would be so much simpler. But I'm a necromancer; my talents lie with the dead. And while I know a thing or two that can be used on someone living, it involves time-consuming rituals. I can't imagine O'Connell being polite enough to wait for me to finish a spell before he kills me. All I have to protect me are skills I learned in a self defense class that I've been honing ever since."

Otto found he was relieved by this. He still had trouble wrapping his head around the concept of someone with the power to raise the dead; knowing any more would push him past the limits of his credulity. Perhaps past the limits of his sanity… In his college days, he'd read stories by H. P. Lovecraft and, while he couldn't recall most of the stories themselves, there had been a recurring theme of characters going mad as the supernatural world was revealed to them. He didn't need madness on top of his other problems. "I'll do everything I can to protect you," Otto said, "if you do this."

Dark eyes stared up at him, their gaze unreadable. "I'll think about it," was all she said.

It was the best he could hope for. "I'm leaving in an hour. Make your decision by then."

XXX

Spider-Man made his painstaking way across the city, to the Quest building. He was careful not to use his hands, making the journey by hopping from rooftop to rooftop. He didn't know when Dr. Octavius was going to make his move, but Spider-Man wanted to be there when the scientist showed up. A voice at the back of his mind told him that, if he just told the police that Doctor Octopus was going to attack Quest, their presence would deter the doctor.

On the other hand, if Dr. Octavius didn't care what happened to himself, as Spider-Man suspected, then nothing would stop the man. _But I've been able to talk sense into him before; if I can do it again, I can save him. _He came to a stop a block from the Quest building, remembering the surveillance cameras he'd seen when he'd buzzed the building searching for Dr. Octavius. Who knew how O'Connell would react to his presence? So he crouched atop the gargoyle adorning the building that gave him the best view of Quest, and waited.

XXX

Otto unwound the bandage around his right hand, slowly flexing his fingers and testing the strength of the healed flesh on his palms. When it didn't immediately pull open, Otto increased flexion, testing his limits. The fingers he'd broken during his fit after Rosie's mutilation ached abominably, but seemed to be holding together well. Despite all he'd been through, he seemed to be slowly healing. There was one peculiarity, however; the skin around the palm wound was slightly discolored. It wasn't gangrene, and it wasn't necrosis; it didn't hurt any more than it should have, so Otto put it out of his mind.

He was more worried about his shoulder. He pulled off his coat and shirt, then began to unbind the wound. He was surprised the bandage had held so well; the wound was in the muscle right below the ball-and-socket joint, making it difficult to dress. Once the wound was exposed, Otto probed it gently with his damaged fingers, idly wondering if the pain he felt was from his fingers or from his shoulders. He examined it in the bathroom mirror, wincing at the damage. The blade itself had sliced cleanly, but its jagged edge had lodged in his muscle and his escape from Osborn's penthouse followed by his own clumsy efforts to remove the blade had caused further tissue damage. And then he'd been forced to cauterize it… He'd been bleeding too much, so he'd salvaged a hot chunk of metal from the wreckage of the van and shoved it into the wound, searing the blood vessels and creating a nasty second-degree burn in the process. Scar tissue had already begun forming around the wound, but it would still be several weeks before he'd have full use of the arm.

It didn't matter. Otto didn't think he'd live that long. He wondered if Lynnea had noticed that he hadn't made any plans for _leaving _the Quest building. He wanted only to get in and kill O'Connell; it didn't matter what happened to him afterwards. He did, however, intend to give Lynnea enough time to leave with Rosie's body so she could lay his wife to rest – assuming the re-animator agreed to help him.

Otto stretched his arm, wincing as pain shot through the limb. He didn't want to face O'Connell and his men showing any sign of weakness. No sling. No bandages except for a light binding of gauze around his shoulder. Still, a little pharmacological assistance would have been appreciated. He rifled through the contents of the medicine cabinet, but found nothing stronger than a mild headache reliever. He thought longingly of the bottle of painkillers he'd left in his suite in O'Connell's building; being able to dull the pain would have made this easier. Well, it did him no good thinking about it. He pulled his shirt and coat back on and went back into the lab's open area.

Lynnea was seated on the floor, her cat in her lap and her voodoo doll leaning against her thigh. She was holding the framed picture of her daughter and was gazing down at it, eyes slightly unfocused. At the sound of his approach, she looked up, quickly putting the picture away. "I just called the clinic to speak to Lenore. One of the nurses I spoke to said that someone had called to ask about her," she said, before he could say anything. "Someone the nurse didn't know. I'll do it. I don't like it, but I'll do it. I need to make certain that bastard is dead, and I won't believe that's happened until I've seen it for myself. Not that I'm doubting your ability to crush him in to a pulp," and she seemed to be addressing the actuators when she said this, "but I just need to know for sure that my daughter will be safe from him." She stood up, brushing Bat off her lap. "I'm ready whenever you are."

Otto looked her up and down. She'd changed from the casual dark clothing she'd normally worn in his presence to an outfit that was tight, black, and revealing, accessorized with a bone choker and a long black coat. The red streaks in her hair had faded somewhat, but scarlet strands were still visible beneath the iridescent black feathers she'd braided in. Otto raised an eyebrow.

Lynnea gave him a sheepish grin. "It's a bit much, I know. But when I actually dress like a _normal _person, no one takes me seriously." She gave him a wicked grin. "And it tends to make people who know what I do hesitate around me. When I look like some kind of hooker from hell, people are more likely to believe that I can cast spells and do some serious damage. Go figure."

Otto decided to ignore her rambling. "We leave in ten minutes," Otto said. "We have to make a stop on the way, however… I have an idea to help keep you safe."

XXX

It was all going down tonight. Harry knew this with great certainty, and his father agreed with him. OsCorp's spy in Quest had reported there'd been a disturbance that morning; while O'Connell had covered up the incident, rumors had circulated, enough for the spy to deduce that _something _had made its escape from Quest. Harry had been furious, at first, thinking he'd missed his opportunity to take down both his biggest competitor and the man who had twice brought his company to ruin. His father, however, had ordered Harry to think rationally. Taking a chance that the scientist would take shelter in his lab, Harry had gotten there first and planted a bug within the lab. The day had gone by with no luck, and Harry had begun to formulate alternative strategies for striking at Quest, Dr. Octavius, and Peter. And then, at dusk, the listening device had picked up a conversation between Otto and some unknown female. He was going after Quest tonight – and where the Octopus went, the insect was sure to follow.

And Harry intended to take them all out.

He'd already laid the groundwork for his assault on Quest the previous night; fortunately, his intrusion hadn't been detected. Harry smiled as he removed the headphones he'd used to monitor the doctor's conversation, and swaggered over to the mirror and its hidden passageway. He had plenty of time to get to Quest before the fun began, but he didn't want to miss a moment of this. A high-pitched cackle slipped from his lips, quite unlike his own normal laughter. He was still laughing madly as he flew across the city towards Quest.

XXX

Lynnea halted before the double doors leading into Quest's ground floor foyer, swallowing back her fear. Despite her earlier display of confidence, she was terrified. O'Connell wasn't a man to be trifled with; the threat he posed to her and her daughter was very serious. It had occurred to her that perhaps she could buy her life by telling O'Connell what Dr. Octavius had planned, but there was nothing to stop the director from killing her after she told him. She was better off trusting her fate to Octavius, much as it galled her to trust anyone.

Funny. She was trusting her life to a man who had tried to kill her half of the times she had come in to contact with him. O'Connell had only tried to have her killed once. There was a wry twist to her lips as she pushed one of the glass double doors open, striding with false bravado across the marble floor towards the receptionist's desk. Her steps echoed in the empty space, and she suddenly felt very vulnerable and alone.

She stopped before the desk, clearing her throat to get the attention of the woman seated behind the desk, reading. The woman looked up, saw Lynnea's outfit, and gave her a condescending expression. Lynnea wondered what had happened to the male receptionist who'd been so interested in her cleavage – small though it may be – that he would have given her any information she'd asked for. "I need to see Mr. O'Connell," Lynnea said with false pleasantness. She hated having to ask, but after business hours, the elevators leading to the floors with the executive offices no longer took visitors up.

"I'm sorry," the woman said, sounding anything but, "Mr. O'Connell is about to leave for the day and is not seeing any more visitors. If you make an appointment, he may be able to fit you into his schedule two weeks from now."

Lynnea leaned over the desktop and grinned down at the receptionist. "Oh, he'll _want _to see me. Tell Mr. O'Connell that Lynnea is here with important information concerning this morning's disturbance. If you wait until, oh, two weeks from now to tell him, you'll probably lose your job. Maybe even more." She flashed a sinister grin. "Mr. O'Connell isn't the most understanding of employers, is he?" she mused.

The woman wasn't impressed by this but, apparently realizing she wasn't going to get rid of Lynnea any other way, she picked up her phone and put in a call up to O'Connell's office. She repeated Lynnea's message, and after several moments during which Lynnea fidgeted, the woman finally set the phone back on the cradle and turned to Lynnea, giving the girl a vaguely surprised look. "Mr. O'Connell will see you," she said. She punched a few buttons on the console beside her and said, "You can take the elevator straight up to his office." She helpfully pointed, but Lynnea was already on her way.

As the elevator doors closed, cutting her off from the rest of the building, she breathed a sigh of relief. So far, so good… The plan had been for her to meet with O'Connell in his office, if possible, and, once the scientist's actions drew the attention of the security forces, she was supposed to take O'Connell hostage. It would keep him from making his escape while Octavius smashed his way up to the top floor. It also put her close to the upper floor and the corpse puppet, making the scientist's intent clear even if he hadn't told her: if he didn't get out of this alive, she was still to flee with the woman and perform the rites to put Rosie back into her grave. The fun part of her job was to keep O'Connell from having her killed before then. If she could just keep him distracted long enough for Octavius to get up there, everything would be okay. Right. It was a good thing she had an ace up her sleeve; maybe she'd get out of this alive.

The elevator dinged far sooner than she would have liked, and the door slid open. "Here goes nothing," she muttered. She slowly traversed the short distance between the elevator and O'Connell's office, noticing that so far, at least, there weren't any heavily armed men shadowing her. With luck, the only one in the office would be O'Connell, though she highly doubted it.

She took a deep breath before knocking on the door. It opened before she could draw her fist away, and Lynnea was ushered in by one of the well-dressed men whose bearing immediately marked him as one of O'Connell's covert 'job men.' Lynnea gave him a weak grin, wishing he wasn't at her back as she entered the posh office. O'Connell was seated behind his desk, two guards flanking him. "Welcome back," he said, a slow smile spreading over his features, and Lynnea shuddered. It was the look a predator gave its prey before striking…

XXX

The wind had picked up, tugging at the strands of Otto's unkempt hair as he clung to the side of the building nearest Quest, counting the floors. His intention was to enter midway up the building; the lab where he'd been forced to work had been on the twenty-third floor, and he planned to enter through there and trash the place. Hopefully, whatever guards weren't watching the ground or top floors had been called to O'Connell's office for Lynnea's visit. Otto hoped there weren't many of them; he really didn't want her harmed. Hopefully, what he'd rigged up for her would help when things went chaotic. _Why did I involve her? _She's seemed confident that she could handle herself, but he was having second thoughts. It was far too late now…

**_Do not worry, Father; there are only three others in the office with her. _**While the three harmonic actuators had been scanning the twenty-third floor for heat signatures, the upper right had picked up on his concern for Lynnea and checked the office.

**_All clear, _**the other three said. Otto tensed, and the actuators pushed off the building, launching him across the gap between buildings. Before he impacted with the class, the actuators snapped forward, and the window that had been his target shattered. Jagged pieces of glass rained downward, the worst of the shards blocked by the shielding actuators. Otto landed on his feet, knees bent and one hand outward to keep from pitching over. He straightened, shook slivers of glass from his coat, then scanned the empty lab around him. But before he could take a step, a voice behind him cried, "Dr. Octavius! Don't do this!"

Otto groaned inwardly. Spider-Man had found him.

XXX

Harry Osborn watched Octavius' entrance through amber-lensed eyes. "And so it begins," he said softly. He held up his left arm, exposing a line of buttons set within the material of the glove. _"Do it, son," _his father's voice whispered in his ear.

Innocent people would die if he did this. Dare he take that final step? Once he did, he could never return to being the man he was, never again be an honest member of society. He'd been traveling that path ever since he'd lost his father, without really being aware of it. Now, he felt as if he stood at the edge of a precipice, and once he went over the edge, he'd be lost forever.

"_Coward," _his father's voice hissed. _"You're weak. Your morals are holding you back from fulfilling your potential. You are an Osborn! You are better than the rest of society! These aren't lives; they're just obstacles to be overcome! Do it. Prove to me that you are worthy of being an Osborn!"_

Harry wavered for just a moment, as the carefree youth he'd once been battled with the embittered young man he'd become. _All this pain, all this suffering… I could end it now. I'm not weak, Father! Watch me. _A soft chuckle began, starting as Harry's low chuckle, then rising up to a high, maniacal laugh. Feeling no remorse, the Green Goblin pressed the button of the remote detonator attached to his wrist.

Somewhere across the city, the bomb set in the power plant that the Goblin had visited the night before picked up the signal, and there was an explosion that took out half the city block, including more than a dozen innocent bystanders.

All around him, the city began to go dark.

XXX

"I didn't expect to see you again," O'Connell said mildly. Both his hand rested on the desktop, as if to show her that he meant her no harm. She wouldn't have believed that even if there hadn't been three armed men in the room.

"Neither did I," she responded with the same false brevity. She turned the chair in front of his desk around, sitting astride it and folding her arms across the head rest. "But you and I both know you're not the kind to just let me go free, not after you tried to have me killed."

O'Connell sat back in his chair, folding his arms behind his head. "So you decided to save me the trouble of threatening your child by coming to me willingly?" he asked, flashing a nasty grin. Lynnea tried not to let his attitude get to her. He _knew _why she was here, but he seemed to be getting some perverse pleasure out of toying with her.

"I want to make a trade. My life, in exchange for Dr. Octavius. I know where he's hiding, and I'll share this information with you, if you give your word that you'll leave me and my daughter alone."

"And how do I know this isn't false information?" he asked. "Why would you know where Dr. Octavius is?"

"Because I was at the homeless mission when your men tracked him down and botched the attempt to capture him. He let me tag along with him when he left, thinking that your men would come back and threaten me. He's really a big softie. Pathetic, really." Lynnea tried to sound disgusted by the villain's compassionate nature. "I slipped away when he fell asleep; he's pretty wiped out from the escape and the fight with your men. Should be pretty easy to sneak up on him and capture him if you move now."

O'Connell leaned forward. "Where is he?" he asked.

"I'm not saying anything until you give me your word that you'll leave me and my daughter alone."

O'Connell's sideways glance was the only warning Lynnea had before the man who'd been standing behind her pressed something cold and metal against her temple – the muzzle of his gun. _Okay, Dr. Octavius… _now _would be a good time for you to make your move! _Her fingers inched closer to the shoulder bag she'd brought inside with her, wondering if she'd have time to reach inside before the man pulled the trigger. "Now," O'Connell said, "you're going to tell me where Dr. Octavius is, or I'll let William here blow your brains out – and your dear little Lenore will be next."

_C'mon, Doctor… it's been long enough. Make with the destruction, already! _She was ready to move the moment the alarm went off; lunging across the desk and putting a knife to O'Connell's throat would require only seconds… assuming the scientist ever set off any alarms. _Dammit; where are you? _

The lights suddenly cut out, leaving them in total blackness. Even the normal light pollution that should have been pouring through the window was absent; Lynnea wouldn't have thought it was possible for the city to be so dark. _Sweet… I don't know what you did, Doc, but this is perfect! _The man holding the gun had let it drop in his surprise, and Lynnea lashed out with her left hand towards where she remembered last seeing his head, and was rewarded with a grunt of pain. Before he could react – assuming he was conscious – Lynnea sprang across the desk, towards O'Connell.

Except that he must have been moving faster than she had, because he was no longer in his seat.

XXX

Otto blinked in the sudden darkness, wondering what had just happened. Had the arachnid webbed his glasses? No, he realized, and slid off his sunglasses. His hyperdilated pupils adjusted rapidly to the darkness, and he realized he wasn't blinded. But everything had gone dark; not just Quest, but most of the surrounding city blocks must have, as well, for there to be such a total lack of light. _What the hell?_

"What did you do, Doc?" Spider-Man asked. He hadn't moved from his perch beside the shattered window.

"This wasn't my doing," Otto said. "I wish I'd thought of it, though; it's brilliant." With the actuators' heat vision and night vision, he'd have an advantage over any of O'Connell's guards.

Otto saw Spider-Man stand in front of the hole, partially obscuring what little light did leak through. "It's a complete blackout," Spider-Man said, dismayed.

"Yes… I imagine there are several criminals planning to take advantage of this. You should go out and stop them," Otto said. Why had Spider-Man chosen to come after him? He was doing the world a favor, ridding it of this blight on society. "Leave me be." He had to hurry; there was no telling what trouble Lynnea was getting in to. He thought the girl would be smart enough to take advantage of this unexpected blackout, but he still worried. He didn't imagine O'Connell would make an easy hostage…

"I can't let you do this." Somehow, Spider-Man had positioned himself in front of Otto without him noticing; a little thing like darkness wasn't going to slow the arachnid's reflexes. "You're making a big mistake. Doctor, I know you're not the villain everyone thinks-" Spider-Man suddenly froze, then, with a scream of "Get down!" he hurled himself at Otto. Unprepared for the arachnid's lunge, he was caught off balance and thrown to his side with a groan before the actuators could respond. They coiled, preparing to strike back, but Otto held them back. Over the sound of their metallic clacking, he could hear another noise: the sound of blades slicing through the air. A high-pitched laugh echoed through the vacated room, and a familiar silhouette blocked the gaping hole, shutting out the light.

"I heard you were having a little party," the goblin said in his shrill, nasal voice, "and since you didn't invite me, I thought I'd crash it."

To Be Continued…


	21. Explosive Situation

Disclaimer: All Spider-Man characters are property of Marvel. Lynnea and O'Connell are mine.

Author's Note: All right; I know that I've been saying that this would be the final chapter, but unfortunately, the chapter was running too long for me to be comfortable with, and certain bits were taking too long to write. So here's the first half, with the next chapter and an epilogue to come in a few days at most – I only have one crucial scene to write, so I'd be surprised if I wasn't done by Thursday. There are a lot of action sequences here, and I hope they're clear enough for you to follow them. Again, sorry for this not being the end just yet.

_**Moonlight Becomes You**_

_Twenty-One – Explosive Situations_

_November 8_

Otto awkwardly rolled to his hands and knees, pushing himself out from under Spider-Man and getting ready to use this unexpected diversion to his advantage. He didn't know _why _the Green Goblin had chosen here and now to continue his vendetta against Spider-Man, but at least it would get the arachnid off his back while he disposed of O'Connell. There was a twinge at his conscience; he was leaving Spider-Man to fight crippled – _his _fault, no less - and alone. But if he stayed to help the vigilante, O'Connell could use the delay to kill Lynnea and make his escape. So he blocked out the nagging voice in his head telling him to stay and began slowly to creep on his hands and knees along the rubble-strewn floor to where memory told him the door was located.

"Where do you think _you're _going, Fat Boy?" the Goblin's voice came from somewhere in the darkness. _Fat Boy? _Otto seethed, in spite of himself. _Where does he get off saying…_ "You're next on my list!"

Otto stiffened as soft metallic _clink, clink, clink _sounded from somewhere off to his left, and he tried to place the familiar sound. _Oh, hell! _A split second later, the actuators were in motion, moving him away from the pumpkin bomb skittering across the tiled floor.

There was a flash of white light as it detonated, and Otto cried out in pain. He'd removed his sunglasses to better see in the blackness, and the light seared his retinas as though someone had jammed a knife into his eye sockets. Rubble rained down from the ceiling, though the cocoon formed by the actuators protected him from the largest pieces. Beneath him, the floor sagged alarmingly, a testament to the strength of the bomb if it could tear through the sturdy cement-and-steel construction of the floor. Otto drew in a deep breath, nearly choking on the dust that hung thick in the air. He couldn't even hear his groan over the ringing in his ears. _Holy shit! That was far more powerful than any of the bombs I stole from Harry! _

**_Father! Father, are you all right? _**Otto opened his eyes, but couldn't see anything except strobing blobs of light against darkness. It would fade – he hoped – but not soon enough. The actuators' heat vision was shot – the pumpkin bomb's blast had left enough ambient heat to transform everything into a pulsing blob of light – but the night vision still worked. Silently, he thanked the actuators for their insistence that he modify them during his crime spree to make them more useful to him beyond what they'd been designed for. Otherwise, he'd never have seen the chunks of mortar break free from the cracked ceiling to fall towards him. The actuators knocked the worst of it away, but a sudden yank at his spine warned him they were pulling him out of the way of something too big for them to handle. He briefly glimpsed a twisted support beam through one actuator before he felt the impact off to his side, felt the weakened floor hold the weight… and then felt it give way, and suddenly the beam, floor, and Otto went plunging downwards to the floor beneath.

XXX ****

Lynnea's night vision was sharper than most people's; whether it was a manifestation of her powers or just a side effect of working so often in the dark, she didn't know, but it gave her an advantage over the guards she could hear fumbling around in the darkness. She craned her neck around and could just see them as black-on-black splotches – three of them. She had the feeling that the missing person was O'Connell.

A hand brushed against Lynnea's thigh, and she yanked her leg out of reach before whoever had grabbed for her could get a secure grip. Her lunge had landed her in the ignominious position of being sprawled out on her belly across O'Connell's desk, with what felt like a stapler digging into her ribs, and she was in no position to fight back if one of O'Connell's men got a hold of her. She groped around, grabbing what felt like a paperweight, and flung it in the general direction from which the hand had come. She was rewarded with a grunt of pain, and took the momentary reprieve to worm her way across the desk until she could roll off the edge, biting back a cry as her injured arm hit O'Connell's very solid chair. Her quarry had to be keeping close to the floor, just out of sight… He wasn't behind the desk, but she wasn't going to be alone back here much longer: she could hear the sound of footsteps, partially muffled by the plush carpet, coming her way, drawn by the sound of her crashing into the chair.

Her hand went to her knife, but she hesitated. Attacking someone she could barely see at close quarters was risky; she'd be unable to defend herself from unseen blows, and her likelihood of hitting a vital area was greatly diminished. And if the knife caught in bone or muscle and he fell backward, there was no guarantee that she'd be able to find the knife in the dark before the others came after her.

So she decided to take a chance and use what Dr. Octavius had given her. She twisted her bag around so she could rummage through the contents, and her fingers closed around a smooth plastic loop. The scientist had retrieved the control collars from where he'd stashed them in a dumpster and, after locating and removing the homing device, had rigged a secure cap to keep them from accidentally pulling apart at the seams. Once the cap was removed, the connection of the two wires was tight enough that they wouldn't immediately pull apart, but loose enough that that an impact would knock it apart. Such as the impact caused by being tossed into an oncoming guard… Lynnea popped the cap and flung it at the dark shape approaching her.

The effect was startling. Even though several feet separated her from her target, the electricity in the air made every hair on her body stand on end. The guard wasn't so lucky; their was a pulse of bright light, and Lynnea thought she could actually see the man's skeleton, like in those old cartoons… but this wasn't quite so humorous. The man screamed, a high, shrill sound that shouldn't have come from a human being, which ended abruptly. The smell of charred flesh filled the air, and, despite being accustomed to death, Lynnea's stomach churned. She'd actually _touched _the damn things when there hadn't been any safety precautions… She was going to _kill_ Octavius for knowingly putting her in danger…

Seeing their comrade die gave the others pause; she almost laughed. Maybe they thought she'd used her powers on him. Good; let them think she was deadly. They'd be wary of coming too close to her. And then she heard the sound of the office door opening; the other two guards were still in sight, which meant that the person who had just left the office was… "O'Connell," she hissed. She got to her feet, ready to charge after him while the guards were still too shocked to react, but then the ground lurched under her feet, and she pitched forward with a yelp. Before she could do more than wonder what the hell had rocked the entire building, the remaining guards, alerted to her position by her yelp, pinned her to the floor.

XXX

Spider-Man's precognitive abilities had warned him to take cover before the powerful pumpkin bomb went off; even so, he barely made it out of the blast radius before the world erupted into a nightmare of light and sound. He rolled under a steel desk, where he was protected from the worst of the falling debris, but it didn't help his nerves any. _Harry… how… how could you do this? _As if sensing his thoughts, the Goblin said after a moment, "Well, that was unexpected. I'd say this was a successful field test of OsCorp's new explosives." The glee in his voice was obvious, even over the ringing in Spider-Man's ears. There was no remorse that he may have killed innocents in the blast. _Oh, Harry… what have you done?_

The crunch of rubble beneath boots warned Spider-Man that the Goblin was on the move, and the vigilante remained still, hoping not to attract attention. The blast had left him shocky and disoriented, his hearing was taking its time recovering, and the throbbing in his wrists had intensified. He hated to admit it, but he was in no shape to take on the Green Goblin – but he seriously doubted the Goblin would put aside their vendetta for a day when he was feeling better. It was very inconsiderate of super-villains not to give their foes sick days.

The steps drew nearer, and Spider-Man wondered if the Goblin could see him. He clearly had some sort of night-vision; after all, he'd been able to see Dr. Octavius well enough to throw a bomb at him – though he might have been helped by the actuators' lights. _Dr. Octavius… _Was the scientist all right? Had the actuators been able to warn him of his danger fast enough? Spider-Man didn't dare look – not that he could have seen much, anyway. But he strained his ears for any sign that the scientist still lived.

"Come out, come out, wherever you are," the Goblin said in a singsong voice. He was uncomfortably near, and Spider-Man tensed. Then, in a smaller voice, he muttered, "Dammit; I don't see the octopus anywhere – the blast might have vaporized him. No, Peter's too stubborn to die; I _know _he's hiding around here somewhere, like a coward." _Who is he talking to? _ Spider-Man wondered. Norman hadn't talked to himself as if expecting an answer – at least, he hadn't within Spider-Man's hearing.

Spider-Man ran through his options. Much as he hated to think it, fleeing was his best option. He was the one the Goblin was after; if he left, so would the Goblin. Right? His gut told him something different – Harry had said he was after Octavius, as well. Bereft of his main target, Harry might turn his attention to the scientist, assuming he still lived. _So I fight, _he thought dully. He was at a severe disadvantage with his injury, and his inability to see in this darkness. _First, I try to even the odds. Take out his night vision. And then… maybe he'll trip over some rubble, fall, and knock himself unconscious. _Right. And how was he going to neutralize his night vision? He tried his web shooters, but all he got was a weak _splut _soundand a small gobbet of webbing; better, but still not good enough. He groped around, trying to find something to use as a weapon. His fingers encountered a rod of metal, one of the struts that had been imbedded in the concrete of the ceiling. He wrapped his fingers around it, ignoring the pain the motion sent through his wrist. He just hoped he'd be able to swing it forcefully enough…

The Goblin had fallen silent, though the occasional _crack _of stone being crushed beneath his weight betrayed his location. _Closer, Harry… Just a little closer… _His spider-senses flared to life, giving him a glimpse of the Goblin standing above him, seconds from discovering his concealed foe. Spider-Man's grip on the metal strut tightened, and he bunched his muscles for a mighty upward swing, aiming for the glowing yellow eye-pieces of the mask that were just visible in the darkness.

He never got the chance to make the swing; he'd begun lifting the strut, clenching his teeth in pain, when it was unexpectedly torn from his fingers. One end of the metal was still deeply embedded in a large chunk of cement, and the weight had pulled the rod from his fingers. He cried out as the weight jerked at his wrists before he dropped it, and the Goblin moved in to attack before Spider-Man could recover. A foot slammed into his ribs, driving the breath from his lungs. He rolled with the force of the kick, slightly softening the blow, and leapt to his feet on the other side of the table that had concealed him. His breathing was ragged, and there was a stabbing pain in his wrists, but he shut it out. He couldn't afford to think of pain at a time like this.

"There you are," the Goblin drawled. "Why, Peter, if I didn't know any better, I'd think you were trying to avoid me. And here I thought we were friends!" Spider-Man didn't respond. Really, what could he say? "What, no snappy comeback? Where's this quick wit of yours that you're supposed to be famous for? Or is that as much as a lie as your courage seems to be?" The vague silhouette with its glowing eyes moved, and something bounced on the table's warped surface. Spider-Man sprang sideways, just avoiding the pumpkin bomb. It wasn't so easily avoided, however; his senses screamed at him to stay in motion, to avoid the whirling blades released by the bomb. One of them sliced his thigh with surgical precision, but the cut was shallow.

Spider-Man tracked the blades by the whirring sound they produced, and when the boomeranged back towards him, he ducked beneath them, then followed them towards the Goblin, who hadn't expected his weapons to return to him. He dodged out of their way and into Spider-Man's kick, which caught him in the chest. He heard the Goblin's _oomph, _but the padded armor protected him from the worst of the damage. The Goblin reciprocated by lashing out with his fist, impacting Spider-Man's shoulder with enough force to send him spinning.

He instinctively took aim at the eyes, the only really visible target, and tried to fire off a ball of webbing; the result was a small gobbet that _splat_ted against the Goblin's mask. High laughter greeted this attack. "Is _this _the best you can do?" he crowed. Spider-Man replied with a forward lunge, head-butting the Goblin's chest and sending them both sprawling backwards. He landed atop the Goblin and brought his right elbow down, trying to break the mask's lenses. But his foe jerked his head to the side, and Spider-Man's elbow hit the floor, and this time he couldn't hold back the scream when it felt as if the force of impact had sent his radius and ulna upward into the cracked bones of his wrists. His hand spasmed, and his fingers no longer obeyed his control. The Goblin was quick to use this to his advantage and had drawn up his legs and kicked, sending Spider-Man flying forward. The floor creaked under his weight, and he realized he'd landed perilously close to what felt like a gaping hole in the floor, probably from where the bomb had gone off.

"Pathetic," the Goblin said. "I can't believe that _you _got the better of my father," he said derisively. "Really, it's no wonder you couldn't save Mrs. Octavius." Spider-Man bristled. _It's not my fault! _he wanted to yell. But he had his doubts; if he'd moved faster, if he'd dodged the blow from the actuator, if he'd just been able to stop the machine, Rosie Octavius would be alive and Otto Octavius wouldn't be a tentacled madman. It was, he admitted to himself, part of the reason he was here. He wanted to save Octavius, having failed him before. _I won't fail him again…_

The Green Goblin stood over him, leering down at him. "Pathetic," he repeated scornfully. Spider-Man struggled to sit up, but the Goblin's boot came down on his chest, pinning the vigilante to the floor. The super-villain reached downward, towards something that hung at his belt… and in that momentary lapse of attention, Spider-Man made his move. His left hand had come to rest on a large chunk of the ceiling, and he had just enough strength to hurl it at the Goblin's face. It didn't hit with enough force to hurt, but surprised him enough to shift his weight off Spider-Man's chest and he rolled out from under his foot and into a crouched position. He shot to his feet, and before the Goblin could react, he landed a forceful kick to the Goblin's knee, causing the other to crumple. He followed through with a spin-kick, catching the Goblin across the mask's bulging eyes.

There was a bright spark and a shriek, and he saw the Goblin double over. But the damage couldn't have been as bad as it had looked; he could dimly see his former friend rip the mask free, and heard when he tossed it aside. _That should put us on more even footing. _Even with his injuries, he might still have a chance to neutralize Harry; the other's clumsy efforts to block his attacks and his random punches proved that, while he had the speed and strength of the original Green Goblin, he didn't know how to fight. A few more well-placed blows, and maybe he could persuade Harry to listen to sense…

There was the sound of footsteps echoing from somewhere behind him; their battle had brought them next to the stairs. O'Connell's men, either coming to investigate the disturbance on this floor, or fleeing the chaos while the still had the chance. Spider-Man hoped it was the latter. The last thing he needed was a bunch of guards barging in unprepared for a battle between two super-powered foes in a dangerously unstable environment.

Whether arriving guards or fleeing innocents, they never even had a chance. The Goblin had recovered, and he'd heard their movement, too. "Found you!" he crowed. There was a dull _thunk _as something landed in a pile of rubble, and another devastating explosion seemed to bring the world down around Spider-Man.

As he struggled to wriggle free of the debris that had landed atop him without making a sound, Spider-Man felt the gorge rise in his throat. Harry had just callously killed whoever had been in the stairwell without a second thought. He'd become as dangerous as his father, perhaps even more so. His heart sank as he realized that there was only one way to end this.

With one of them dead.

XXX

O'Connell navigated his receptionist's small office by touch, finding the door leading to the hallway with little difficulty. Navigating that hall, on the other hand, wasn't so easy. The executive offices were thankfully empty – he tended to be the last to leave – so he didn't have to deal with a mob of businessmen and women panicked to the point of having the intelligence of stampeding cattle.

Not that he was far from that condition himself; that crazy bitch had come back, obviously with less-than-friendly intentions, and she'd brought a friend with her. He had no doubt that she and Octavius were working together, though why she would ally herself with the scientist was a mystery. He had to get away, before either Lynnea or Octavius found him. The elevators were obviously out, so that left the stairs. He almost groaned; while he wasn't in poor shape, the thought of tackling that many stairs was daunting. And the fact that he didn't know where Octavius was didn't help his nerves any – he could end up with Lynnea on the stairs above and Octavius waiting for him below.

When the floor unexpectedly lurched beneath his feet, O'Connell stumbled to a halt, stunned. _That _hadn't felt like anything Octavius was capable of; it felt more like… an explosion? _Shit… _Buildings were constructed to withstand a lot of normal use, but a bomb going off inside could cause massive damage. It seemed Octavius intended to bring down the building around them. Now the question was, could O'Connell make it to the ground floor before Octavius succeeded?

The stairs were located next to the two elevators, and O'Connell pulled open the door and slipped inside. He immediately encountered another problem: the windowless stairwell was pitch black, and descending the stairs at anything faster than a slow exploratory walk was dangerous. He went as fast as he dared, his heart pounding. He couldn't let either Lynnea or Octavius find him…

He'd managed several flights – he didn't know how many, in this darkness – when he felt the second explosion. It was much nearer, and the force knocked him off his feet, and he tumbled down the stairs, coming to a halt on the landing. He groaned, gingerly testing his limbs. Nothing seemed to be broken, though he was going to have some spectacular bruises, and he was going to hurt in the morning – assuming he _survived _until morning. He got to his feet, ready to continue, when he heard the pounding of footsteps heading his way. He tensed, and then he caught sight of them in the glow of their flashlights.

"Mr. O'Connell! You can't go out this way," the one in the lead said. "The stairs are gone." His voice was grim. "There's no way down."

"Was anyone hurt?" he asked.

"A handful of our men were on the stairs when it blew. Dr. Mason was with them," the guard added after a moment.

O'Connell's jaw tightened. Dr. Mason had been his most competent scientist; her loss was a blow to Quest. Like him, she had a tendency to stay long after everyone else had left, and it was she he'd trusted to put Octavius' theories to use. "Dammit," he hissed. "We need to get to the roof. Radio for my helicopter, tell the pilot it's urgent. We'll need to find a way to light up the landing pad," he continued, then stopped when he saw the frightened looks on the faces of some of the guards. "It's me that Octavius wants," he told them. "Just stay out of his way once I'm gone, and he won't hunt you down. He's surprisingly reluctant to take lives – what happened on the stairs must have been an accident." As he spoke, he wondered why Octavius had done it – this wasn't his style. What was going on here? He didn't share his concern with the guards, however; no use further panicking them. Let them believe they would be safe once he was gone.

He felt more secure going back up; not even feisty Lynnea could handle a dozen guards. It was Octavius he was worried about. He decided that, since they were heading to the rooftop anyway, he should make a little stop. Maybe Octavius knew his wife wasn't truly the woman he'd married – but he'd likely still hesitate if O'Connell threatened to harm her.

XXX

**_Get up! You must get up!_** The voices in his head seemed unnaturally loud echoing through his pounding skull, and Otto groaned. He wanted to bury his face in his arm and escape back into unconsciousness, away from the dull aches that threatened to blossom into excruciating pain, but the insistent nudging of the actuators made it impossible. _What happened? _he wondered dully. He opened his eyes, but saw only darkness. _Well, at least the bright spots are gone. _The blobs of light in the darkness would have been distracting. The ringing in his ears had faded, too, to an irritating background hum.

**_We fell, _**the actuators said. **_We are on the floor beneath the one we started on._**

**_We failed to keep you from harm, _**the upper right said, sounding faintly guilty.

Before moving, Otto took stock of his body. There was pain, yes, but he didn't seem to have any major new injuries, just a new layer of bumps and bruises and a few new cuts. The worst of the pain was centered in his damaged shoulder. Nothing he couldn't ignore. Otto got to his feet slowly, in case there was some broken bone waiting to announce itself, but everything seemed in order. _Where are the bug and the Goblin? _Otto asked.

**_Still above us. They seem intent upon finishing each other off before coming after us. _**Through their audio pickup, he could hear the sounds of a heated battle above. Otto shoved his guilt aside; Peter shouldn't have followed him. It wasn't Otto's fault the vigilante had put himself in a position where the odds were piled against him. And he'd been up against worse; Peter was tough. He'd pull through. _And if I tell myself that often enough, maybe I'll believe it._

_Let's go, _he said. The dark void that should have been filled by his own visual input was suddenly overlayed by three green 'screens' as the actuators let him see through their eyes. He gave their surroundings a cursory look – another lab, its layout only slightly different than the one above – then found what he'd been looking for. When he'd broken into the building, he'd chosen to enter through the wall nearest the stairway and elevators, knowing he'd have to use one of them to get to the top floor. The elevators were nearest, and he chose that to make his ascent. With the power out, the building's inhabitants would be evacuating via the stairs. Hopefully, O'Connell wouldn't be one of those men… if Lynnea had done her job, then he was a hostage in his office. If not…

He didn't want to think about that alternative.

The actuators forced the elevator doors open, but he hesitated before letting them carry him into the shaft. _Where's the car? _he asked. If it was stopped above him, he'd have to find a way around it. Well, he'd cross that bridge when he came to it. **_We do not see it. It is either too far up, or too far below. _**

Carefully, the actuators pulled him into the shaft, bracing themselves against the walls and beginning the arduous vertical climb. The smooth metal sides of the shaft were harder for their pincers to grip, so the going was slower than he would have liked. On the bright side, he could see the colored blots of the actuators' lights; his vision was returning.

Otto's fingers encountered the door to the floor he'd fallen from, and he spared a moment to wonder if Peter was all right. He couldn't hear anything through the thick steel, and the actuators weren't in any hurry to offer their services. Clearly, they thought that if he heard Peter dying, he'd try to help. He wasn't certain that they were wrong about that.

They continued, passing another door and were halfway up to the next when the second explosion hit. The damaged upper actuators were knocked free and the sudden change in center of gravity made the lower actuators slip, and for one breathless moment, Otto was in freefall down the shaft. Then there was a sharp tug at his spine as the actuators grabbed hold. Otto's heart was pounding so hard it felt as if it would leap out of its chest. _If this night gets any more exciting, I won't have to worry about O'Connell's men killing me. My heart will give out before that could happen! _Metal shrapnel rained down on him, and this time, the actuators couldn't protect him.

There was an odd, whirring sound, coming from somewhere… in the shaft? Otto frowned. _What is that? _Through one of the actuators, he glanced around, and then he saw the massive cables lining the side of the shaft. They were moving upwards… But that wasn't right; the power was still out. And they wouldn't move upwards at such a rapid rate unless…

Unless the car was coming down in an uncontrolled freefall. A low rumbling filled the shaft, coming from somewhere above, coming closer by the second. The explosion had torn the cables holding it secure, and now it was falling towards him.

_Find a door! Get us out of here! _For a moment, the actuators didn't move, and Otto wondered if they'd been paralyzed by panic. But then they dropped a few feet, and began to tear frantically at the wall. The roaring grew louder and Otto yelled at the actuators to go faster. **_We're trying, Father! The explosion has warped the door! _**With two actuators damaged and weak, and one keeping Otto attached to the wall, it seemed to take an eternity. With a groan, the door opened, and the actuators tugged him through the tight opening. His ratty coat caught on the metal and tore, and he thought he lost some skin on his shoulder as well. The car plunged past him, ruffling his hair in the wind of its passing.

Now, Otto decided, would be a good time to fall to the floor twitching.

_Where are we? _He glanced around, noting with a sick feeling that they'd been lucky to get through the damaged door at all; a good portion of the wall had collapsed, taking out the stairwell and, Otto saw with a gulp, the second elevator shaft. If he'd been in that one instead… Worse, the number above the elevator door was 24; he was only one floor up from the one he'd broken into. They'd lost most of their progress up the shaft! He wasn't going to risk another climb up the elevators, so he examined the stairs. The steps in the immediate vicinity had been ripped free from the wall, but further up, they looked intact. With the actuators, he should be able to make the climb.

And then he heard a yell from somewhere below him… _Peter! _

**_Father, we are here for O'Connell! Spider-Man does not need our help! He does not deserve it! _**The four voices were in complete unison over this. Otto bit his lip. _You're right, _he said, strengthening his resolve. _If we delay any further, O'Connell will make his escape._

Below, it had become ominously silent.

To Be Continued…


	22. Darkest Before Dawn

Disclaimer: I own O'Connell and Lynnea; all others belong to Marvel.

Author's Note: Here it is… the final chapter! I can't believe I'm finally here! This is now officially my longest fic, and I only wrote it in about seven and a half months. I'm so happy! Thanks to everyone who has stuck with this fic since the beginning, and to those of you who didn't discover it until I neared the end. Sorry I can't thank you all personally; there's so many of you, too many to list in an AN. That's why I like the dA review system; if any of you have deviantART accounts, visit me there! It was fun writing this fic, which was only supposed to be five chapters long, originally. This particular chapter is the longest one I've done, I believe – even _after _I divided it in half. Go figure.

_**Moonlight Becomes You**_

_Twenty-Two – Darkest Before Dawn_

_November 8_

Lynnea's body went rigid. Pinned under two bigger men was not her ideal position, and every fiber of her being screamed at the unwanted contact. She struggled not to let her panic overwhelm her. _Think, girl, think, _she commanded. One of them grabbed her left arm and twisted it behind her back, while the other groped for her right, still in its sling held to her chest. Their rough handling would probably tear the bullet wound open; not that it mattered, since they were going to kill her, anyway. She just hoped that she got a lot of blood splattered all over O'Connell's expensive carpet in the process.

Her knife was concealed within the sling, disguised as a stabilizing board for her arm. Could she get to it? She tried to curl her fingers down far enough to grip the hilt, lying against her wrist. So tantalizingly close… but it was just out of reach. The guard grabbed her elbow and yanked, and she bit her lip to keep from screaming as it pulled at the stitched-together flesh of her shoulder. But there was an unexpected benefit to the guard's grab; the knife was jostled loose and the hilt slid into her palm.

The man gave another yank on her arm, and this time, she let him guide her hand around until it was close to his body… and then she slipped the blade between his ribs. He gasped, but couldn't do much else. Her strike had perforated a lung, and she could hear him fighting for his breath. Quickly, she yanked the knife free just before the man could fall away, then kept still when the second man, aware that something was wrong with his partner, tightened his grip with one hand, and started to reach for his gun with the other. "What-?" he started to ask, but couldn't get any further than that, because Lynnea had awkwardly twisted in his grip and drove the knife into his throat. The attack wasn't as smooth as she would have liked; with her arm injured, and the dark making aim difficult, the wound didn't put the man down right away. He was able to lift his gun and fire off a shot, but the bullet went wide.

And then he was down, showing no other sign of motion. Feeling no remorse over what she'd done, she set about looting the bodies. The first man, O'Connell's undercover man, had little on him. The guard, on the other hand, had his radio and flashlight, both of which would be of use, and as an afterthought, grabbed his gun. The second guard, the one that she'd fried with the collar, she didn't touch.

Finished, she stood up, debating over what to do next. Now that she had the office to herself, she should ransack it, seeking any money that O'Connell may have had lying around. Even though most of his money would be in bank accounts, O'Connell had proven that he had no issues with making deals that had to be kept 'off the record,' and for that, he'd need currency that was untraceable – the clichéd unmarked bills. She would be justified in just taking her money and fleeing; with O'Connell gone, there was nothing more she could do to help Octavius. He could take care of the corpse puppet on his own.

But then her sense of honor made her waver. She didn't owe Octavius anything, true, but she did want to ensure that O'Connell was dead. Octavius had demonstrated that his morals got in the way of his murderous intentions. If he had a change of heart and let O'Connell live, O'Connell wouldn't return the favor. He'd hunt her down. No, she needed to make certain that he died here, tonight.

Sighing, Lynnea headed out through the small receptionist's office, wondering just how she was going to find him in all this. She pulled out the radio she'd taken from the guard, flipping it on. Maybe one of them would know… She trotted towards where she remembered the stairs being located, knowing that was where O'Connell would head.

The second explosion went off, and Lynnea braced herself against the wall, this time able to keep her feet under her. Then she continued on towards the stairs.

She'd barely gone down two flights when she finally picked up a message on the radio, one that made her change her direction and head upwards. O'Connell was heading towards the roof…

And Lynnea was going to be waiting for him.

XXX

Harry's victory was nearly at hand, he could practically taste it. The loss of his night vision was a minor setback; already, Harry had taken strides to compensate by summoning his glider, which he'd equipped with a spotlight in case there was an emergency during the blackout. He could still win this. He would be triumphant, for his father!

He knew Spider-Man hadn't been located where the second bomb had detonated. After it had left his fingertips, he'd recognized the footsteps in the stairs for what they were. More innocents had died. _"Don't concern yourself with them, son. They work for our competitor. They're guilty by association." _His father was right, of course. His father was always right.

Without the muffling effects of the mask, the bomb's blast was deafening. Fortunately, the performance enhancer coursing through his veins instantly went to work healing the effects; to the naked eye, it would have seemed as if he hadn't been affected at all. "I wonder how many people that was?" he mused aloud. "Five, ten, a dozen? Think about it, Peter, a dozen innocents just died because you won't come out and face me. How many more have to be sacrificed before you'll come out and face me like a man?"

"It doesn't have to be this way, Harry." Spider-Man's voice came from off to his right. "You can stop this now, walk away from it all. You don't have become your father, Harry. You don't have to be a murderer."

Harry turned towards the voice. "Isn't it too late for that?" He flicked his hand toward the stairs, even though Spider-Man couldn't see it. "Those people are dead. The people at the power plant? Dead. And you know what, Peter? I'm not going to stop there. This building is full of people who've wronged me. You killed my father – making _you _a murderer, too, though I notice you gloss over that little fact. Dr. Octavius cost OsCorp millions with his failed science experiment, and then, as Quest's dog, he finished what he started with OsCorp and brought my company to its knees. I intend to repay the favor by annihilating Quest Aerospace for good. No, Peter, there are going to be many more deaths tonight, and you can't stop me."

The sound of the glider's engine, a steadily increasing drone, drifted to Harry's ears. Spider-Man spoke again. "Even if you kill me, do you really think you'll be able to destroy the building before the police arrive?" His voice enabled Harry to narrow down his location, and he idly corrected the course of the glider as he responded.

"There's a city-wide blackout," he told his former friend. "No alarms, no security cameras, no electronic locks – every criminal in the city is going to be taking advantage of this. The police are going to be too busy to notice any goings on at Quest before it's too late; and even if they did, they'll be spread too thin to do anything about it in time."

The glider came in through the shattered window, heading straight towards the direction of Spider-Man's voice. The spotlight abruptly turned on, and the sudden light after so much dark was dazzling, even from Harry's angle. It was far worse for Spider-Man, who had been looking right at the glider when the light clicked on. He stared, like a deer caught in the headlights, before pulling himself out of his stupor and springing out of the way. But his leap came too late; despite his quick recovery, he'd stared too long at the light and the glider caught him across the back. Spider-Man howled in pain and fell, crying out again when his outflung arms crumpled under his weight when he tried to catch himself. He lay very still in the pool of light produced by the glider, but Harry approached him cautiously. Spider-Man made no move, seemingly unconscious from the pain. Then he shifted his arm, but the motion was slow, pain-filled. The arm was bent at a curious angle, and Harry grinned. He wouldn't be doing much fighting with that any time soon…

Harry pulled from its sheath the knife that had belonged to his father, the one he'd vowed to kill Spider-Man with.

"I win, Peter." He lifted the knife, preparing to plunge it into his foe's ribs.

Just as the knife reached the top of its arc, Harry heard a metallic scraping from somewhere behind him. And then he staggered forward as something slammed into him with the force of a speeding car, the knife slipping from numbed fingers. Harry's head tipped downward, and he stared uncomprehendingly at the serrated spike jutting from his chest right where his heart should have been. Blood coated the metal, dripping from the blade to fall unseen to the floor beneath his feet.

His breath came out in strained gasps, and every breath had the coppery taste of blood. Only then did the truth begin to register. _No… this can't happen… the suit is supposed to protect me from this sort of thing… This can't be happening thiscan'tbehappening…_ He opened his mouth to scream, to protest, to beg, but all that came out was a wet rattling sound, accompanied by a fresh spume of blood. His knees gave out under him, until the metal spike was the only thing keeping him on his feet. With a wet _splutch _noise, the blade pulled itself free, and Harry fell at the feet of Dr. Octavius, who stood backlit by the glider's spotlight. One of the actuators was curled around him, and he glimpsed the blood-stained foot-long metal spike before it retracted into the recesses of the actuator's throat. The scientist stared down at him with an air of sadness, but he didn't apologize for his actions. Instead, he turned his back on Harry, leaving him to bleed to death on the shattered marble floor.

The pain began to fade, leaving him cold inside. Good, that was good, wasn't it? No more pain… Harry blinked slowly; his eyes didn't want to open again. When they did, his father was standing where Otto had been, staring down at his son as he would glare at something disgusting he'd found on his expensive shoes. "Father," Harry croaked. "Help…"

Norman Osborn shook his head. _"I asked only one thing of you. You had all the advantages – element of surprise, powerful weapons, a wounded foe, and still you failed me! You," _he said coldly, _"are no son of mine." _

"No… don't leave me…" Harry croaked. He reached forward with one blood-slick hand, but his father stepped out of his reach. Norman gave him one last contemptuous look, then faded away. "Please…" Harry pleaded, but couldn't find the breath to complete the sentence.

XXX

The body of Harry Osborn lay in a spreading pool of blood, just visible at the spotlight's edge. _I killed him, _Otto realized with dull surprise. This hadn't been something done under the influence of the actuators, nor had they done on their own, like when they'd killed the night watchman in the graveyard. They'd done it on _his_ command, and he could feel their glee that he'd finally acted on his own – even if they had loudly protested his decision to save the arachnid. He'd willfully murdered someone…

And he was going to do it again. Hadn't he come here with the intention of killing O'Connell? Otto turned his back on the younger man's body, turning towards Spider-Man. The younger man wasn't moving, and Otto winced when he saw the youth's crooked arm. Susan's ministrations hadn't been able to hold up under the stress of the battle, and Otto walked over to Spider-Man to assess the damage. He crouched down, and the vigilante didn't move as Otto fumbled at his neck, feeling the strong but erratic pulse. There were new several cuts, visible where the gaudy costume had been ripped away, but nothing that required immediate attention.

A part of him was glad that Spider-Man was unconscious; he didn't want the other to see what he had done. Yes, he'd saved Peter's life, but the manner in which he'd done it would horrify and disappoint the youth. He didn't want to deal with that right now, not when his determination to utterly destroy O'Connell was already wavering in the face of this death.

_**You did the right thing, Father.**_

_**Osborn wanted you dead; had you not stopped him now, he would have obsessively hunted us down.**_

True… but it didn't make him feel any better. He got to his feet and walked away from the two still forms. The shattered stairway loomed before him, and Otto paused at the brink. Then he swallowed and gave the actuators the command to begin the ascent. Somewhere above them, O'Connell had an appointment with Death. Otto wouldn't want to keep him waiting.

XXX

Lynnea wondered _how _a helicopter was going to be able to land. The furthest buildings were visible only as black smudges against the star-filled sky; even those closest seemed like featureless pillars. It was like a city out of a nightmare, and the ever-present whine of sirens coming from every direction only added to the atmosphere of danger. Navigating a helicopter through the dark canyons of the city would be nearly impossible, even with the lights O'Connell's men had said they were going to rig up for the pilot. Lynnea had to admire the pilot; he must have had guts to even attempt something like this. Or he was afraid to let O'Connell down.

Finding her way up to the rooftop hadn't been easy. The stairs ended on the executive level, leaving no visible way up to the private levels except by elevator. She'd had to wait for O'Connell's men to pass through the offices to another staircase, concealed in what she'd initially thought was an office. She wondered why the way was hidden it, then chalked it up to paranoia. After all, these people had had a panic room built. Why not semi-secret passageways? She'd waited several tense minutes for them to get up the roof, clearing the area so that she could make the passage. It seemed to take forever before she could follow, and she'd worried that the helicopter would have come and gone by the time she made it up to the roof.

Fortunately, the conversations she monitored on the radio assuaged her fears. Even with the pilot willing to make the flight, he still had to prepare, and the guards needed to set up landing lights. She'd been able to creep onto the roof without being seen, and was now seated behind a vent, wondering what to do next. She could see about a dozen guards, all well armed. They were also on high alert; the slightest sound sent the men's hands to their guns. Octavius had shown a wariness of large groups of armed guards, meaning he was more vulnerable than the 'super-villain' label would imply. He wouldn't have the chance to get to O'Connell before the guards mowed him down. How could she get O'Connell alone, or, at least cut down the number of guards? She wished that the myths about people with her abilities were accurate and that she _could_ summon demons. Or even that she had time to raise the guards in O'Connell's office, because they'd provide one hell of a distraction.

She wondered if she could warn Octavius, but she had no idea which way he was coming up. Assuming he knew to come up to the roof; his plan had been to head to the office. When he didn't find them there, what would he do? He'd hinted that the actuators had special abilities; perhaps they'd help him locate O'Connell. She was sure he'd search the building top to bottom when he didn't find them there; the question was just whether or not he'd find them in time.

Lynnea licked her lips as an idea occurred to her. _Great… once again I am seriously contemplating putting my life on the line for Dr. Octavius. Bastard better appreciate this; this is more than I've ever done for any man. _She took a deep breath, then began to run towards the doorway, making her steps as loud as possible. She heard shouts from the skittish guards, a command from O'Connell, and then gunfire tore at the ground a few feet from her. She made it to the door unscathed, and flew down the stairs faster than it was safe in the darkness.

The sounds of pursuit drifted down after her; from the sound of it, she'd drawn away at least half of the guards. _Wow, six guards after one woman – O'Connell has a high opinion of me. _The floor immediately below the rooftop was the line of suites where she had stayed, along with Otto and his wife. Lynnea ducked into the nearest, and fumbled around in her bag until she found the two remaining collars. _C'mon, c'mon… _Footsteps sounded in the corridor, and Lynnea leaned out the open doorway and flung the first of the collars, taking shelter behind the door before the collar went off.

From the screams, more than one guard had been in range of the collar. Lynnea grinned and extracted the final one. She could still hear activity outside the door, and she was about to hurl it in the general direction, when the screaming began anew. Startled, Lynnea drew back, wondering what was going on. And then it hit her, and she stepped into the hallway with a grin as a dark medusinic shape whirled to face her. "I was wondering when you were going to show up," she said. "Cutting it a little close, aren't you? They could have killed me."

She thought she saw his grin in the darkness. "You're no damsel in distress," he told her. "I knew you'd be able to take care of yourself. Where's O'Connell?"

"On the roof, waiting for a helicopter. It's going to take some time for it to arrive because of the blackout," she told him. "He had about a dozen guards with him before I lured them away. How many did we get?"

"There are seven bodies out here," Otto said. "Where's Rosie?"

"O'Connell has her," she said.

Octavius turned away, and Lynnea started to follow. Realizing this, he turned to face her. "You've helped me enough; if you'd like, you can go. Find your money and get out of here. I'll meet you back at my lab-"

"I came this far; I may as well see it through," Lynnea said. "Besides, I can help." She couldn't see his expression, but she could sense his reluctance. "I'm not just saying that because I'm trying to be the plucky side-kick; you said so yourself, I can take care of myself. There are still a few more guards up there, and you'll need to take them out quick to get to O'Connell."

He made his decision quickly. "All right, let's go."

Lynnea took the gun she'd swiped from the dead guard in her left hand, looped the final collar around her right, and followed Dr. Octavius to his final confrontation with O'Connell.

XXX

Rather than use the stairs, Otto chose to climb up to the roof via the balcony in the suite where he found Lynnea, which had turned out to be Rosie's suite. He could sense Lynnea's reluctance to allow herself to be handled by him, but the roof was directly above, so it would be a short trip. The upper left actuator wrapped its slim inner tentacle around her waist, and they made quick work of the climb.

The actuators weren't quiet; indeed, their rhythmic pounding against the stone sounded louder than normal in the powerless city. Therefore, it was no surprise to Otto when he heard the shouts of the guards and the slapping of their booted feet on the stone. In moments, they'd spot him and open fire. "Do you have any of those collars left?"

"Just one." Lynnea released her death grip on the actuator holding her and dug the last collar out of her bag. The lower right plucked it deftly from her fingers, and she emitted a squeak. He thought at first she'd been frightened by the contact, then realized she was staring at the lower left actuator, the only one clinging to the wall. Otto spared a moment for amusement; it was a bit scary to think their weight was being supported by one slim, sinuous shape, never mind that it was strong enough to carry more.

Otto removed the cap, then returned the collar to the actuator, which would be able to aim and throw more accurately than he himself could. _Aim for where the guards are bunched closest together. Take out as many as you can. As soon as it discharges, take us around the corner as silently as possible._

With a neat _snap, _the actuator bunched itself, then threw the loop up and over the parapet. They quickly lost sight of the loop in the darkness, but they could hear the effects from where they perched. The actuators immediately went into action, carrying Otto and Lynnea the ten feet to the building's corner and going around it before stopping.

_How many are left up there?_

**_There seem to be three guards left. There is another standing further back; that is probably O'Connell. And there's… there's _something _else, something like a human but not putting off the same heat signature, standing near him._**

Lynnea had said O'Connell had Rosie with him. _We can handle three guards, _Otto said. He turned to Lynnea. "Three guards. It won't be long before they figure out where we are, so we're going to attack while we have the element of surprise. Now."

To her credit, Lynnea didn't even yelp when he tossed her on the roof before joining her a heartbeat later. She'd already drawn her gun and had taken aim at the guards, who barely had time to react to the discovery that their quarry had come up behind them. Lynnea fired; her shot only grazed the lead guard's shoulder, but it caused the guards to instinctively flinch away, giving Otto the opportunity to fall on them. He dispatched them as quickly as possible, hurling one across the roof to crash into one of the air vents, and landing a blow on the head of the second. Neither man moved after going down – Otto hoped they were just unconscious. He didn't really have anything against the guards themselves, who were just doing their job. When the third guard chose to flee rather than face the raging octopus alone, Otto let the man go.

That left him and O'Connell. Lynnea was staying off to the side, but she kept the gun in hand, ready to finish the job if he didn't. She'd made that very clear on their way to the Quest building; she wasn't leaving the city until O'Connell was dead, one way or another. The only reason she hadn't killed him before now was because she wanted the pleasure of watching Otto tear him apart. There was definitely a sick mind behind that cute little face of hers…

Speaking of O'Connell, where was he? The director had vanished while Otto had taken care of the guards, but there weren't many places he could hide. Rosie was also noticeably absent. _Where are they? _

The rooftop wasn't a flat, empty expanse; the helicopter's landing pad was raised some three feet above the roof, and there were several vents and other protuberant objects for O'Connell to conceal himself behind. It wouldn't hide him from the actuators. A quick application of heat vision showed that O'Connell had dropped off the other side of the helipad. Rosie was with him. The realization made him hesitate. _That's not my Rosie. Rosie is dead. Nothing he can do will hurt her… _He remembered the fear in her eyes when O'Connell mutilated her hand. _Don't let him get to you. He'll say or do _anything _to save himself, but it will all be a lie. Don't let him win… _

Still, he didn't think he could stand to see O'Connell hurt Rosie, mindless puppet or not.

_**Do not let thoughts of the woman distract you! We are here to take revenge against O'Connell for what he has done to us!**_

_**If you let him live, do you think he will do the same for you? You have humiliated him; you will never be truly free so long as he lives. He must die, Father. **_

Otto wondered when the actuators had gotten wise in the way of humans, then realized they were merely repeating his own thoughts back to him, fortifying them. Otto began to walk around the perimeter of the helipad, motioning Lynnea to do the same in the opposite direction. He hoped to take O'Connell by surprise.

O'Connell was on the opposite side of the helipad, inching his way across the roof towards some goal Otto couldn't make out. The moment he heard the whir of machinery, he whirled, and Otto could clearly see the whites of his wide, frightened eyes as Otto fully rounded the helipad's corner. Then, before Otto could advance any closer, O'Connell yanked Rosie's arm, pulling the woman in front of him. He held a gun in his other hand, and he pressed the barrel to Rosie's temple. Otto's heart was in his throat; even knowing she wasn't alive, wasn't really Rosie, he still wanted to rush to her rescue, and probably destroy his chance at revenge. He forced those feelings aside, but he determined not to do anything to provoke O'Connell.

"Do what you must," Otto said, struggling to sound indifferent. "She's dead, O'Connell. It doesn't matter what you do to her."

"Are you so certain about that?" O'Connell countered. "There have been stories of the resurrection of the dead for millennia – not like this," he gestured towards Rosie with the gun, "but an actual restoration to life. Did Lynnea tell you it's impossible? What if she's lying? Or maybe she can't do it, but someone else can. Do you really want to risk it, when there's still a chance you and she could be together again?"

**_Father, don't listen to him! You said so yourself, the man will say anything to save himself! _**Despite the actuators' warnings, Otto wavered. _What if… what if he's right? _He wouldn't have believed in resurrection before this, but the proof was standing before him, with a blank expression on her face. He glanced around, looking for Lynnea to confirm or deny this, but she wasn't in sight. O'Connell used Otto's momentary distraction to fire.

The first bullet grazed Otto's shoulder; the wound stung, but wasn't really painful. The second would have lodged in his skull if the actuators hasn't been in motion the moment O'Connell began to put pressure on the trigger. They shielded their host, who didn't even flinch at this brush with death. He'd had too many already in the past couple hours for it to have much effect on him.

By aiming his gun at Otto, O'Connell had turned the muzzle away from Rosie. Faster than the eye could see, one of the actuators lashed out, hitting O'Connell's arm and forcing him to drop the gun. O'Connell staggered back with a cry, clutching his bleeding arm. Rosie stayed where O'Connell had left her, watching event unfold with that blank, emotionless gaze.

Otto advanced on O'Connell, a vicious grin spreading across his face. O'Connell began to back away, terror suffusing his features as he realized he had no way out. His guards were dead, and there was still no sign of his helicopter…

Then O'Connell's expression changed, and something about the look made Otto shudder. "Rosie," the director called. "I need you to _jump._"

_What? _Otto wondered, turning towards Rosie. The woman was finally moving, walking steadily towards the edge of the building. _What is she doing? _And then she climbed the parapet, and her intention became horribly clear. If cutting off her fingers had hurt her, then the agony of plunging off a building – and not being able to die – would be excruciating. And there was no way Otto could stop he in time; O'Connell had led him halfway across the roof – towards what looked like _another doorway_. And O'Connell had begun to sprint towards it.

For a split-second, Otto was torn. O'Connell was escaping, but Rosie was in danger! He took a step toward her, all too aware that even with the actuators, he'd never get to her in time, because she was taking that first step off the parapet… And then a dark shape barreled forward, wrapping arms around Rosie's waist and yanking the woman backwards. "I've got her, Doctor!" Lynnea cried, pinning Rosie to the ground – the woman was still trying to carry out O'Connell's commands and was thrashing wildly in an effort to get free – "Stop O'Connell!"

Faster than a normal man could travel, the actuators crossed the distance between them and O'Connell, just as the man reached the door. Rather than seal the door shut with a well-aimed blow, however, Otto let one of the actuators catch O'Connell across the chest and send him flying backwards, towards the roof's edge. Fear helped O'Connell recover rapidly, and he scrambled to his feet and tried to flee… except that he had nowhere to go. He was at the roof's corner, with the edge on two sides of him, and Otto and the outspread actuators completely blocking his escape route.

"There's nowhere left to run," Otto said menacingly. He took another step forward, and O'Connell took another step back, struggling to maintain the distance between them.

"What do you want?" O'Connell asked desperately, his voice slightly shrill with fear. "I'll give you anything, anything you want!" His words tumbled out in a rush. "Please… please don't-"

Otto closed his ears to the man's desperate pleas. Nothing would stop him from doing this. Nothing. "Then tell me this: did you order your man to sabotage my experiment?"

O'Connell took another step backwards. The back of his knees hit the edge of the parapet, and his eyes widened in horror. He'd run out of roof. "I…" he faltered. "I order my men to do what's necessary, and if the situation arises to destroy the competition, I encourage them to take it. I suppose my spy at OsCorp could have sabotaged it, yes. But if he did, he never reported it. Plausible deniability, you know." O'Connell glanced around, desperately seeking a way out. But there was nothing; Otto and Lynnea had made certain of that.

Otto surged forward, the actuators pinning O'Connell's limbs to his sides. The director's scream was choked off when Otto closed his hand around the man's Adam's apple. "There's no one here to save you now," Otto rasped. His fingers tightened, and O'Connell's gasps for air became more desperate. "You ruined my life. You used my wife. You used _me _to do your dirty work. I should tear you apart with my bare hands." The actuators squeezed harder in preparation for a mauling, but Otto called them off. This was between him and O'Connell. His own grip loosened, and he took a step back. "Give me one reason why I should spare your miserable life, and I suggest you make it a good one."

**_Father, Spider-Man is coming. _**Otto clenched his teeth. It seemed a way out for O'Connell had presented itself, after all, unless he made this quick.

O'Connell shrank away from him, his ice blue eyes wide with terror. He gasped for breath, rubbing his throat as if that would ease the pain. "Money," he gasped out. "We could make a fortune together. No imprisonment, no manipulation… An equal partnership!"

Otto almost pitied the man, who thought everything could be solved with money. There was only one thing Otto wanted, and it was one thing neither O'Connell nor his money could give him. "Not good enough," Otto spat, and lunged forward.

XXX

Urgency overpowered the pain that threatened to draw Spider-Man back into unconsciousness. He'd woken – barely – to find a still green form in a dark crimson pool, and it had jolted him out of his stupor. "Harry," he croaked, dragging himself along the floor towards his friend. The glider remained hovering above them, spotlighting the contrast between the dull green of the Goblin outfit and the deep scarlet framing it. Nerveless fingers pressed to Harry's throat, and even though he couldn't feel much, he knew that his friend was dead. And there was only one person who could have done it: Octavius. _Oh, God…_

He pulled himself to his feet. Dr. Octavius had _killed _Harry. He refused to believe that his friend had been beyond redemption; he didn't deserve this! Or… did he? Spider-Man hated himself for even having the thought. Harry had come to kill Spider-Man, and he'd said he wasn't going to stop there. He'd wanted Octavius dead as well… maybe the scientist had killed him in self defense. The actuators had a strong desire to survive, and had proven that they wouldn't hesitate to kill to protect their host.

_No more deaths tonight. No one else will die tonight! _If he was going to keep that vow, he was going to have to leave, to completely put Harry out of his mind. Spider-Man spared one last glance at his former friend, then headed towards the shattered window that he'd followed Octavius through. He didn't know where O'Connell had gone, but with the elevators and stairs out, the businessman would probably be stranded on the upper floors. There were several floors above him, but Spider-Man suspected it would be all too easy to find O'Connell – just follow the sound of destruction.

The painstaking crawl up the side of the building was all a blur; Spider-Man didn't realize how far he'd gone until he reached the building's roof and was pulling himself over the parapet. Instinct seemed to have pulled him in the right direction; in the dim light provided by the circle of battery-powered lamps, he recognized the distinctive shape of Dr. Octavius standing at the building's edge, the actuators curved menacingly about him. Someone else stood off to the side, in the shadows, pinning yet another person to the ground. Spider-Man ignored them and began running straight towards Octavius. _Don't let me be too late… please, don't let me be too late… _O'Connell may have been scum, but he didn't deserve to be murdered. Investigated by Quest's board of directors and fired, yes. Put on trial for the crimes he'd probably committed, yes. But murdered?

The sound of his footsteps drew the attention of one of the actuators, but if it warned its host, Octavius showed no sign of it. His attention was focused on O'Connell, who was cowering before him with a hand around his throat as if it pained him. Closer, and he could almost hear what they were saying. Just a little closer, and he would be able to dodge between Octavius and O'Connell…

And then Octavius moved, faster than Spider-Man would have expected. Hands and actuators reached for O'Connell… and then the businessman went flying backwards, plunging into the darkness below. Spider-Man didn't think; he dove over the edge, keeping his body vertical so he fell at a faster rate than O'Connell. It wasn't until he was nearly within arms reach of the businessman that he remembered his webbing didn't work.

_I'm supposed to be brilliant; so why don't I ever think these things through? _He'd drawn even with O'Connell and reached with one arm, wrapping it around his waist. He gritted his teeth as the broken edges of bone ground against each other, but he wouldn't release O'Connell. With his other hand, he aimed at the building's face and tried his webbing. The small sticky mass that emerged wouldn't have held his weight, let alone both of them. He tried again, putting out of his mind that the streets below were now visible in the dim light and approaching rapidly. This time, he got a smaller glob, and a horribly familiar sound – a sound he'd last heard when his powers had failed him.

There was only one other option. Spider-Man executed a midair twist that brought his feet close to the building's face, then rolled in the air again until they were close enough to touch. He gritted his teeth. _This is going to hurt… _He kicked out, smacking the soles of his feet against the building, and willed them to adhere. They slipped, as though he were trying to cling to ice, slid down the brick, and then, finally held. Gravity continued to pull his upper torso downward, and he was almost swung face first into the brick. The bone-jarring jolt almost made him drop his passenger, but he was able to hold on.

"Are you all right?" Spider-Man asked. His passenger had had a rough ride, but he'd kept silent through the entire fall. The fact had nagged at him, along with O'Connell's curiously limp form throughout the fall, but he'd been too preoccupied with saving the man to give it much thought. But now, his continuing silence was alarming. His fingers found O'Connell's throat, and the man's head lolled to the side at an impossible angle. He repositioned himself so he was 'seated' on the wall and examined the businessman as best he could in the dim light.

His neck had been twisted almost completely around with immense force, but that wasn't what sickened Spider-Man; judging from the pattern of bruising, very visible against the pale skin, Dr. Octavius had done this with his bare hands. Perhaps the actuators had helped give him the force he needed to break his neck so quickly and cleanly, but the actual murder had been done by Octavius.

Spider-Man glanced upwards, and saw the lights of the actuators peering over the edge, their glow faintly illuminating the demonic figure peering down at him. Octavius had gotten his revenge, but what would this do to the tortured scientist? He'd taken the first step down a dark path, the same path that had driven Harry to madness. Would Octavius be able to resist the darkness… or be consumed by it?

XXX

Otto felt weary as he walked over to Lynnea, who had removed her knee from Rosie's back. The animation seemed to have gone from the puppet's limbs, and she didn't even react as he stood over her. "Time to go," he said dully.

"Is he dead?"

Otto understood her suspicion. He himself could hardly believe he'd killed a man with his own hands. "I snapped his neck. He's dead."

Hesitantly, Lynnea said, "There should be a safe in O'Connell's office."

He just wanted to get out of there, but he had promised that any money they found would go to Lynnea. And she had been of use, going above and beyond what he'd required of her. She deserved the money and, what was more, she needed it. He just said, "Let's go," and followed her down the narrow stairs to the executive offices. They left the near-lifeless Rosie on the roof top.

The actuators located the safe in a matter of moments, and within minutes he had it open and had moved aside so Lynnea could peruse the contents with her flashlight. There was an exclamation of delight when she found the suitcase with the second half of her payment that had been stolen from her hotel suite, and a smaller pile of bundles of hundred-dollar-bills. While she worked, Otto asked the question that had been nagging him. "Lynnea," and he was horrified by how pleading, how hopeful his voice was. "Is… is there a way to bring Rosie truly back to life? Not just as a corpse puppet?"

He expected to be disappointed, but it still hurt when Lynnea said with great certainty, "No. A necromancer can only work with the dead; we can't restore life. For the kind of resurrection you're thinking of, you'd need something like divine intervention – and that doesn't happen often in this day and age. I'm sorry, Doctor," she said, her voice compassionate. "It's just not possible. If it were… do you think I'd be trying so hard to raise money for my daughter's treatment if I knew I could just bring her back if she died?"

Of course not. It had been foolish of him to get his hopes up. He supposed that she could be lying… but she'd made a valid point about her daughter.

Lynnea finished stuffing the money into the briefcase, then backed away. "Anything you want here?"

Otto slammed the safe shut. With the power out, he couldn't retrieve his plans from the computer systems, so that was out. The lab he'd used had been devastated by the Goblin's bombs, but Otto couldn't count on all the records being lost. Unfortunately, there was no way he could make certain everything had been destroyed. There wasn't anything else here he could think of.

No… there was something… His clothing hadn't survived the chaos very well, and O'Connell had supplied him with custom clothing… He wondered if it was still in the suite. Now that O'Connell was dead, it no longer seemed quite so bad for him to accept the man's gifts. He led Lynnea to the upper floor, where his suite door still hung open. He entered with some trepidation; it had been only that morning that he'd been a captive in that room. _You're no longer a prisoner, _he scolded himself. _You're free, now. Free. _It felt so… empty.

Lynnea watched him first with puzzlement, then amusement as he took the clothing O'Connell had given him and stuffed it in a garbage bag. He hesitated to give the Armani suit such careless treatment, then shrugged and stuffed it in. "Let's get out of here," he said, and this time, Lynnea nodded.

It wasn't until they got back up to the roof that Otto realized they had a problem. "Uh, how, exactly, are we going to get out of here?" she asked.

Otto blinked. He hadn't thought that far ahead; he hadn't expected to survive to make a mistake. But now, he was stuck in a building with no power, with a damaged stairwell and who knew how many guards still on the floors below. And he'd be escaping with two women and the garbage bag. He'd leave the bag of clothes if necessary, but not Lynnea. And certainly not Rosie. And then he grinned. "Didn't you say O'Connell was waiting for a helicopter?"

Lynnea grinned in return, and in the flashlight's beam, he saw her draw the gun. "I like the way you think," she said. "You'll have to hide, though; if the pilot sees you, he won't land."

Otto agreed, and began to walk away, searching for some place in the darkness to hide. Would she like his thoughts as much if she knew about his inner turmoil? He'd _killed _two men tonight. He was free, but at what price? O'Connell had been scum, he'd deserved it, and Harry had tried to kill Otto first… but he still felt hollow inside. It felt as if something inside of him, something that had been part of the old pre-accident Otto Octavius, had been lost forever.

To Be Concluded…

(Go on; read the epilogue! And then it truly will be over…)


	23. After, in the Dark

Disclaimer: All Spider-Man characters are property of Marvel. Only Lynnea is mine. The line Otto quotes is from the poem 'To His Coy Mistress' by Andrew Marvell, a line I've been wanted to slip in here somewhere.

_**Moonlight Becomes You**_

_Epilogue – After, in the Dark_

_November 9 – 10 _

A thick cloud covered obscured the night sky, plunging the graveyard into near blackness. Otto was struck by a feeling of déjà vu as he threaded his way through the maze of headstones, shadowed by Lynne and Rosie. It hadn't been all that long ago that he'd visited this very same site, seeking his wife's grave. That night had ended in a death, and resulted in his capture, imprisonment, and torture by O'Connell.

He wondered what the consequences of this night were going to be.

The grave site looked very different from when he'd last seen it. Lynnea had (reluctantly) used some of the cash they'd recovered from O'Connell's office to hire someone to dig up Rosie's grave and restore her grave marker and coffin. The casket wasn't as fine as her original had probably been, he saw when he peered downward, but it wasn't just a few plywood boards nailed together, either. It would do.

Lynnea searched his gaze for any sign of disapproval, looking faintly relieved when she saw none. "Ready?" she asked him. She tugged on Rosie's hand, and the woman came to the grave's edge, moving jerkily, like a puppet on strings. There was no expression on her face; there hadn't been since her connection with O'Connell had been severed. "I don't have to do this," Lynnea said, watching Otto through narrowed eyes. "It would be easy for me to tie her to you, make _you _her controller. You'd never have to lose her again."

His desperate loneliness was such that, for a brief moment, he actually considered Lynnea's proposition. But would he be better off with this cruel parody of life by his side than if Rosie were put back where she belonged? "'The grave's a fine and private place, but none, I think, do there embrace,'" he quoted softly. He'd always taken the line to mean that there was no love after death, an interpretation Rosie had always told him was too grim. In the half-light, he saw Lynnea cock her head curiously, but he didn't explain. "She's dead, Lynnea. She's not the woman I love, not anymore. I would have her body, but nothing else. It's better this way." His voice cracked slightly, but he wouldn't let himself break down.

Not until he was far away from prying eyes; only then would he give in to the despair welling within him. Only then would he let himself completely break down…

She seemed pleased by his answer, and Otto found himself wondering if she actually _cared _what happened to him. Or maybe it was just easier to lay his wife to rest than bond her to Otto. "I won't ask you not to watch, but stay back. And whatever you see, don't try to stop me, all right?" Otto nodded. Lynnea's voice softened. "Just remember; she won't feel a thing. This'll be just like going to sleep. There's no pain, no fear. It's probably the only ability of mine that I can say that about." Was that regret in her voice?

Otto stepped back from the grave, though he stayed close enough to be able to see his wife's pale face. If Lynnea did _anything _to hurt her… Though he was no longer certain she'd even feel it anymore, considering her complete unresponsiveness.

Lynnea stood Rosie in the coffin, finding a foothold for herself in the narrow gap between the coffin's edge and the wall of earth behind her. She gave Otto a thumbs up, then closed her eyes and began to murmur, too softly for Otto to hear. What he caught didn't sound to be from any language he was familiar with.

Otto remembered very little of what followed. Lynnea's voice was hypnotic, soothing, and he felt his eyelids drooping. Through that half-lidded gaze, he thought he saw an aura of darkness around the girl; not shadows, but a complete absence of substance, as if the darkness swallowed everything it touched. Otto forced his eyes open and the apparition vanished from his sight, leaving Lynnea alone in the grave with his wife. He wondered if he'd just been seeing things, or if that dark form had really been there…

Lynnea's voice rose to a fevered pitch, the nonsensical syllables spilling from her lips assaulting his ears. And then she pulled a knife from her bag, different from the one she favored as a weapon with its dark, wavy blade and ornate hilt. He managed to hold back a cry when Lynnea used it to draw a shallow cut across Rosie's palm with the tip, squeezing two drops of blood to fall to the coffin beneath them, staining the cream satin lining. He kept his silence as Lynnea put aside the blade, setting it on the grave's edge above her, then drew another, identical dagger from her bag and slit her own palm, adding her blood to Rosie's.

This seemed to be the climax of the ritual; Lynnea said softly, in English this time, "With this blood, to the grave I bind you." The effect on Rosie was immediate and shocking. Her body began to stiffen, and her skin began to show signs of decay. She fell to her knees, then pitched forward into the coffin. Otto wanted to close his eyes, but he couldn't pull himself away from the sight of his wife's rotting body as she positioned herself in the coffin, crossed her arms over her chest, and closed her sunken eyes. Then Lynnea closed the coffin's lid, forever shutting her off from view.

"Could you…" Lynnea tried, but her voice seemed to give out on her. So she just held up her arms, and Otto sent the upper left actuator to gently extract her from the grave. He set her on her feet, but didn't immediately release her. She leaned heavily against the metal coils, then tried to take one wobbly step away. The small metal tentacle retracted into the actuator.

Lynnea's features were pinched with exhaustion when she finally turned towards Otto. "It's done," she said unnecessarily. "The diggers I hired will come back before dawn to cover the grave, and all will be as it was before." She wiped her hand across her forehead, oblivious of the streak of blood she left behind. Suddenly, her knees seemed to give out under her, and Otto reached out to support her. She permitted the touch without even flinching, letting him lower her to the dry grass. Her movements were slow as she snagged the strap to her bag and dragged it over to her side. To Otto, the ritual had seemed simple; Lynnea's exhaustion suggested that more had happened than was visible to his untrained eye. As the re-animator pulled a roll of gauze out of her pack and began to wrap her palm, Otto retrieved the two knives she'd cast aside. "Be careful with those!" Lynnea said sharply. "Only handle the hilts; do _not _touch the corpse puppet's blood!"

Otto had been about to snap back that he knew enough not to grab a knife by the edge, but her urgency gave him pause. "Why? What's wrong with the blood?" Lynnea had exchanged knives, rather than reuse the one that she'd cut Rosie with. He'd just assumed it was the normal fear of contamination.

"It's one of the rules of my profession: _Never _mix a corpse puppet's blood with your own. I don't know why; but I'm not going to question it." Finished with her ministrations, she grabbed a rag from her bag and took the daggers, carefully wiping away the excess blood before wrapping the blades in another rag, then placing them in a plastic wrap. Clearly, she took preventing cross-contamination seriously. Suddenly uneasy, Otto glanced down at his own palm – he hadn't come in contact with the blood on the knife, but there had been a pool of Rosie's blood on the table in his suite, with his handprint right in the center of it… But, except for the slight discoloration he'd noted earlier, there didn't seem to be anything wrong.

Lynnea finished putting her equipment away and stood unsteadily, brushing the dark soil off her knees. Otto didn't offer his assistance; she seemed to be recovered enough to walk on her own. "So… this is good bye," she said. "Working with you has been… interesting." There was a wealth of emotion in that one word, both good and bad. She held out her left hand, since her right had been the one she'd cut, and he took it in his own, careful not to jostle his shoulder as they shook. "No offense, but I hope this is the _last _time we work together. I don't think I could survive any more encounters with you." She smiled to take the sting out of her words. It was a cruel way of putting it, but she was right; if he wasn't trying to kill her, someone else was as a consequence of his actions. And the feeling was mutual; this woman's powers had only brought him heartbreak, and he felt any further contact with her would bring similar results.

"Good bye," was all Otto said. He watched after her as she wobbled towards the cemetery's entrance, still a little unsteady on her feet but in no danger of collapse. She looked back before she'd gone too far, the moonlight illuminating her pale face and making her dark eyes seem even darker, empty sockets in a bone-white face. Then she turned away, and was quickly swallowed by the shadows.

Otto didn't follow. His wife's grave had been desecrated once; he wasn't going to leave until these men Lynnea had hired covered the grave completely. No one would ever use his wife's body to manipulate him ever again. So he took up his vigil far enough away that he would appear to be just another shadow, beneath a skeletal tree. He was prepared to wait all night if he had to. It wasn't like he had anywhere else to go.

First, though, there was an issue that needed to be addressed. "How long have you been watching?" Otto asked.

Above him, the dry, leafless branches rattled as the vigilante perched among them shifted position. "Long enough," Spider-Man said. He dropped to the ground next to Otto, causing the actuators to screech in protest. "You did the right thing, you know. Returning Rosie to her place, I mean." From Spider-Man's tone, Otto had done things the youth clearly _hadn't_ thought were right…

Otto just shrugged. "What do you want, Peter?" he asked, his voice dull.

"I… I just wanted to see if you were all right," Spider-Man said.

"You mean, you just wanted to see if I've developed a taste for killing," Otto said bitterly. He kept his gaze focused on the open grave as he continued, "I've been surrounded by death ever since my accident. As long as the actuators are attached to me, that's not going to change. But this… this was the first time I've actually willfully killed someone without the influence of the actuators and when it wasn't self defense or in defense of others. I should regret my actions. I should be angry at myself. But instead I feel… nothing. I killed two men, and I don't feel any remorse. I just feel…"

"Empty," Spider-Man finished. Now Otto turned to look at him, surprised. "When my uncle Ben was murdered, I hunted down the man who killed him. I cornered him in an abandoned building and confronted him. We fought, and, well, there was an accident and he fell out a window. If he hadn't fallen, I think I would have killed him myself. Afterwards, I felt… well, _empty._"

"And I suppose now you're going to tell me that it gets better," Otto said.

"No," Spider-Man said. "It fades with time, but never truly leaves you. Unchecked, it eats away at you, leaving behind a hollow shell. I try to fill that void with family, love, and heroics. There are some days where I can forget… but they're few and far between. Too many people have died because of my actions. Maybe I didn't murder them, but they died as a direct result of my actions. And some of them… I wanted them to die…" He shook his head as if to clear his thoughts. "Don't let it consume you, Dr. Octavius. Find something to fill that void. Don't let it destroy you."

Otto laughed hollowly. "'Something to fill that void,'" he repeated. "My wife is dead, my dream is gone, my life is a wreck… There's _nothing _to fill that void, Peter. Nothing."

Spider-Man didn't seem to have an answer for this. They stood regarding each other in silence for a long moment, then Spider-Man finally ventured, "It doesn't have to be that way, Doctor. Find something to make your life worth living; with nothing to keep you sane, you'll start to lose what's good inside of you."

_But, Peter, I think I've already lost it. _He didn't say it aloud, though, just sat in silence and thought over what the arachnid had said. He didn't even notice when Spider-Man left, only becoming aware of the fact when he turned to ask the youth how his wrists were and found him gone. Otto felt both relieved and saddened by this abandonment; he wanted to be alone with his thoughts, but… but Peter still seemed to cling to some foolish hope that Otto wasn't beyond redemption, and his belief almost made Otto believe it was true.

Otto just sighed and settled more comfortably under the tree. He had to readjust to spending his life alone; why not start now?

Some time after midnight, two men carrying shovels and flashlights arrived. They glanced around nervously, but there were fewer watchmen around now that Halloween was over and cemeteries had lost their appeal. And in the hours Otto and Lynnea had been here, not one ventured to this section of the graveyard. One of their own had died here, and humans seemed to instinctively avoid places where someone had died.

A thick cloud cover inched across the moon's pale disk, plunging the graveyard into total blackness, except for the lights the men had brought with them. They finished their job relatively quickly, and after about an hour, they gathered up their shovels and lights and left, leaving Otto alone in the dark, silent cemetery.

After, in the dark, Otto stared at the dark mound under which his wife rested, contemplating the life ahead of him. For a brief time, he'd thought he could be happy. Now, he was worse off than before; the police knew he still lived, he was no longer welcome in the Mission he'd come to think of as a home of sorts… he'd lost his wife a _second _time… He had no idea what he was going to do with himself now. A life of crime didn't appeal to him, and scraping a living off the streets was a hard lifestyle that would wear away at him until there was nothing left. Perhaps that was for the best… After all, hadn't be been slowly destroying himself before he'd been offered this heart-breaking 'second chance?' And yet, slipping back into his self-destructive lifestyle would be harder than it had been before. He'd had hope dangled before him, had even felt a sort of _happiness _for the first time since his accident. It made returning to his empty existence seem so much harder.

_Fill that void; find something to make your life worth living, _Peter had said. As if it was that easy.

Shoulders slumped, Otto turned away, feeling as if the weight of the world had been dropped on his shoulders. He glanced back only once, to see a crack had appeared in the cloud cover, and a slender beam of moonlight had fallen across the newly-covered grave, illuminating the name carved into the pale stone. He turned his back on it and vanished into the darkness.

The End

I'm not sure if I like the whole conversation with Spider-Man, but when I tried leaving it out, the epilogue seemed to lose its substance. Hmm… Anwayway… Woo hoo! I'm done! Done! It's been a long trip, with many changes in plot and character, and the ending was initially very different. Some parts I wish could have been better; others came out better than I could have hoped. Will there be a sequel? I have the feeling that, after that ending, if I _don't _do a sequel, you will all hunt me down and destroy me. I have some ideas, but nothing's set in stone yet (though I think starting a sequel on Halloween would be appropriate). For one thing, I still don't know just what effects the blood of a corpse puppet has on a living human. Plus, he's got to wear that white Armani suit some time. I'm sure I'll think of something, eventually, though if anyone has any good ideas, e-mail me and share 'em! I'm open to suggestions. Susan Riley is going to appear in a Lizard fic called _Shedding Skin, _but that's about the only thing definite.Originally, this was going to be a trilogy, with the series ending with Otto find a way to bring Rosie back to life that involves human sacrifice – something that Lynnea agrees to because, initially, she didn't have a daughter to live for, and Otto's attack had left her crippled and she didn't have the will to live. After Rosie was brought back, she'd have been… odd, with some of Lynnea's characteristics. But I didn't like how that was going, and decided to go in a different direction, what you saw here. It just seemed a bit 'unrealistic' (yes, I _know _that the whole corpse puppet thing isn't exactly realistic, either, but still…) I did consider writing it as an alternate ending, but I probably won't. Another alternate ending I thought about – and am seriously considering doing under the title of _Death Becomes You _– is about Otto's escape from O'Connell's clutches going terribly wrong, and he's killed in the process. Lynnea reanimates him as a corpse puppet to kill O'Connell and, because he's brought back so soon after his death, he's much more aware than the Rosie puppet. You'll probably all utterly despise this fic, but that kinda makes me want to do it all the more. I'm just evil that way… And be sure to watch out for my next fic, _NOSCE TE IPSUM_, which I'll begin after a brief break. MBY took a lot out of me! Now, if you'll excuse me, I need to fall the floor and twitch for awhile…


End file.
